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                                "IT'S A WONDERFUL LIFE"
                                           By
                                    Frances Goodrich
                                     Albert Hackett
                                      Frank Capra
                                      Jo Swerling


              FADE IN:
              NIGHT SEQUENCE
              Series of shots of various streets and buildings in the town 
              of Bedford Falls, somewhere in New York State. The streets 
              are deserted, and snow is falling. It is Christmas Eve. Over 
              the above scenes we hear voices praying:
                                    GOWER'S VOICE
                        I owe everything to George Bailey. 
                        Help him, dear Father.
                                    MARTINI'S VOICE
                        Joseph, Jesus and Mary. Help my friend 
                        Mr. Bailey.
                                    MRS. BAILEY'S VOICE
                        Help my son George tonight.
                                    BERT'S VOICE
                        He never thinks about himself, God; 
                        that's why he's in trouble.
                                    ERNIE'S VOICE
                        George is a good guy. Give him a 
                        break, God.
                                    MARY'S VOICE
                        I love him, dear Lord. Watch over 
                        him tonight.
                                    JANIE'S VOICE
                        Please, God. Something's the matter 
                        with Daddy.
                                    ZUZU'S VOICE
                        Please bring Daddy back.
              CAMERA PULLS UP from the Bailey home and travels up through 
              the sky until it is above the falling snow and moving slowly 
              toward a firmament full of stars. As the camera stops we 
              hear the following heavenly voices talking, and as each voice 
              is heard, one of the stars twinkles brightly:
                                    FRANKLIN'S VOICE
                        Hello, Joseph, trouble?
                                    JOSEPH'S VOICE
                        Looks like we'll have to send someone 
                        down � a lot of people are asking 
                        for help for a man named George 
                        Bailey.
                                    FRANKLIN'S VOICE
                        George Bailey. Yes, tonight's his 
                        crucial night. You're right, we'll 
                        have to send someone down immediately. 
                        Whose turn is it?
                                    JOSEPH'S VOICE
                        That's why I came to see you, sir. 
                        It's that clock-maker's turn again.
                                    FRANKLIN'S VOICE
                        Oh � Clarence. Hasn't got his wings 
                        yet, has he? We've passed him up 
                        right along.
                                    JOSEPH'S VOICE
                        Because, you know, sir, he's got the 
                        I.Q. of a rabbit.
                                    FRANKLIN'S VOICE
                        Yes, but he's got the faith of a 
                        child � simple. Joseph, send for 
                        Clarence.
              A small star flies in from left of screen and stops. It 
              twinkles as Clarence speaks:
                                    CLARENCE'S VOICE
                        You sent for me, sir?
                                    FRANKLIN'S VOICE
                        Yes, Clarence. A man down on earth 
                        needs our help.
                                    CLARENCE'S VOICE
                        Splendid! Is he sick?
                                    FRANKLIN'S VOICE
                        No, worse. He's discouraged. At 
                        exactly ten-forty-five PM tonight, 
                        Earth time, that man will be thinking 
                        seriously of throwing away God's 
                        greatest gift.
                                    CLARENCE'S VOICE
                        Oh, dear, dear! His life! Then I've 
                        only got an hour to dress. What are 
                        they wearing now?
                                    FRANKLIN'S VOICE
                        You will spend that hour getting 
                        acquainted with George Bailey.
                                    CLARENCE'S VOICE
                        Sir... If I should accomplish this 
                        mission � I mean � might I perhaps 
                        win my wings?  I've been waiting for 
                        over two hundred years now, sir � 
                        and people are beginning to talk.
                                    FRANKLIN'S VOICE
                        What's that book you've got there?
                                    CLARENCE'S VOICE
                        The Adventures of Tom Sawyer.
                                    FRANKLIN'S VOICE
                        Clarence, you do a good job with 
                        George Bailey, and you'll get your 
                        wings.
                                    CLARENCE'S VOICE
                        Oh, thank you, sir. Thank you.
                                    JOSEPH'S VOICE
                        Poor George... Sit down.
                                    CLARENCE'S VOICE
                        Sit down? What are...
                                    JOSEPH'S VOICE
                        If you're going to help a man, you 
                        want to know something about him, 
                        don't you?
                                    CLARENCE'S VOICE
                        Well, naturally. Of course.
                                    JOSEPH'S VOICE
                        Well, keep your eyes open. See the 
                        town?
              The stars fade out from the screen, and a light, 
              indistinguishable blur is seen.
                                    CLARENCE'S VOICE
                        Where? I don't see a thing.
                                    JOSEPH'S VOICE
                        Oh, I forgot. You haven't got your 
                        wings yet. Now look, I'll help you 
                        out.  Concentrate. Begin to see 
                        something?
              The blur on the screen slowly begins to take form. We see a 
              group of young boys on top of a snow-covered hill.
                                    CLARENCE'S VOICE
                        Why, yes. This is amazing.
                                    JOSEPH'S VOICE
                        If you ever get your wings, you'll 
                        see all by yourself.
                                    CLARENCE'S VOICE
                        Oh, wonderful!
              EXT. FROZEN RIVER AND HILL � DAY � CLOSE SHOT
              Group of boys. They are preparing to slide down the hill on 
              large shovels. One of them makes the slide and shoots out 
              onto the ice of a frozen river at the bottom of the hill.
                                    BOY
                             (as he slides)
                        Yippee!!
                                    CLARENCE'S VOICE
                        Hey, who's that?
                                    JOSEPH'S VOICE
                        That's your problem, George Bailey.
                                    CLARENCE'S VOICE
                        A boy?
                                    JOSEPH'S VOICE
                        That's him when he was twelve, back 
                        in 1919. Something happens here you'll 
                        have to remember later on.
              Series of shots as four or five boys make the slide down the 
              hill and out onto the ice. As each boy comes down the others 
              applaud.
              CLOSE SHOT
              George Bailey at bottom of slide.
                                    GEORGE
                             (through megaphone)
                        And here comes the scare-baby, my 
                        kid brother, Harry Bailey.
              CLOSE SHOT � HARRY
              On top of hill, preparing to make his slide.
                                    HARRY
                        I'm not scared.
                                    BOYS
                             (ad lib)
                        Come on, Harry! Attaboy, Harry!
              MEDIUM SHOT
              Harry makes his slide very fast. He passes the marks made by 
              the other boys, and his shovel takes him onto the thin ice 
              at the bend of the river. The ice breaks, and Harry disappears 
              into the water.
              CLOSE SHOT � GEORGE
                                    GEORGE
                        I'm coming, Harry.
              MEDIUM SHOT
              George jumps into the water and grabs Harry. As he starts to 
              pull him out he yells:
                                    GEORGE
                        Make a chain, gang! A chain!
              WIDER ANGLE
              The other boys lie flat on the ice, forming a human chain. 
              When George reaches the edge with Harry in his arms, they 
              pull them both to safety.
                                    JOSEPH'S VOICE
                        George saved his brother's life that 
                        day.  But he caught a bad cold which 
                        infected his left ear. Cost him his 
                        hearing in that ear. It was weeks 
                        before he could return to his after-
                        school job at old man Gower's 
                        drugstore.
                                                                  DISSOLVE
              EXT. MAIN STREET � BEDFORD FALLS � SPRING AFTERNOON
              MEDIUM SHOT
              Five or six boys are coming toward camera, arm in arm, 
              whistling.  Their attention is drawn to an elaborate 
              horsedrawn carriage proceeding down the other side of the 
              street.
              MEDIUM PAN SHOT
              The carriage driving by. We catch a glimpse of an elderly 
              man riding in it.
              CLOSE SHOT
              The boys watching the carriage.
                                    GEORGE
                        Mr. Potter!
                                    CLARENCE'S VOICE
                        Who's that � a king?
                                    JOSEPH'S VOICE
                        That's Henry F. Potter, the richest 
                        and meanest man in the county.
              The boys continue until they reach Gower's drugstore. The 
              drugstore is old-fashioned and dignified, with jars of colored 
              water in the windows and little else. As the kids stop:
                                    GEORGE
                        So long!
                                    BOYS
                             (ad lib)
                        Got to work, slave. Hee-haw. Hee-
                        haw.
              INTERIOR DRUGSTORE � DAY
              MEDIUM SHOT
              George comes in and crosses to an old-fashioned cigar lighter 
              on the counter. He shuts his eyes and makes a wish:
                                    GEORGE
                        Wish I had a million dollars.
              He clicks the lighter and the flame springs up.
                                    GEORGE
                        Hot dog!
              WIDER ANGLE
              George crosses over to the soda fountain, at which Mary Hatch, 
              a small girl, is seated, watching him. George goes on to get 
              his apron from behind the fountain.
                                    GEORGE
                             (calling toward back 
                             room)
                        It's me, Mr. Gower. George Bailey.
              CLOSE SHOT
              Mr. Gower, the druggist, peering from a window in back room. 
              We see him take a drink from a bottle.
                                    GOWER
                        You're late.
              MEDIUM SHOT
              George behind soda fountain. He is putting on his apron.
                                    GEORGE
                        Yes, sir.
              WIDER ANGLE
              Violet Bick enters the drugstore and sits on one of the stools 
              at the fountain. She is the same height as Mary and the same 
              age, but she is infinitely older in her approach to people.
                                    VIOLET
                             (with warm friendliness)
                        Hello, George.
                             (then, flatly, as she 
                             sees Mary)
                        'Lo, Mary.
                                    MARY
                             (primly)
                        Hello, Violet.
              George regards the two of them with manly disgust. They are 
              two kids to him, and a nuisance. He starts over for the candy 
              counter.
                                    GEORGE
                        Two cents worth of shoelaces?
                                    VIOLET
                        She was here first.
                                    MARY
                        I'm still thinking.
                                    GEORGE
                             (to Violet)
                        Shoelaces?
                                    VIOLET
                        Please, Georgie.
              George goes over to the candy counter.
                                    VIOLET
                             (to Mary)
                        I like him.
                                    MARY
                        You like every boy.
                                    VIOLET
                             (happily)
                        What's wrong with that?
                                    GEORGE
                        Here you are.
              George gives Violet a paper sack containing licorice 
              shoelaces.  Violet gives him the money.
                                    VIOLET
                             (the vamp)
                        Help me down?
                                    GEORGE
                             (disgusted)
                        Help you down!
              Violet jumps down off her stool and exits. Mary, watching, 
              sticks out her tongue as she passes.
              CLOSE SHOT � GEORGE AND MARY AT FOUNTAIN
                                    GEORGE
                        Made up your mind yet?
                                    MARY
                        I'll take chocolate.
              George puts some chocolate ice cream in a dish.
                                    GEORGE
                        With coconuts?
                                    MARY
                        I don't like coconuts.
                                    GEORGE
                        You don't like coconuts!  Say, 
                        brainless, don't you know where 
                        coconuts come from?  Lookit here � 
                        from Tahiti � Fiji Islands, the Coral 
                        Sea!
              He pulls a magazine from his pocket and shows it to her.
                                    MARY
                        A new magazine! I never saw it before.
                                    GEORGE
                        Of course you never. Only us explorers 
                        can get it. I've been nominated for 
                        membership in the National Geographic 
                        Society.
              He leans down to finish scooping out the ice cream, his deaf 
              ear toward her.  She leans over, speaking softly.
              CLOSE SHOT
              Mary, whispering.
                                    MARY
                        Is this the ear you can't hear on? 
                        George Bailey, I'll love you till 
                        the day I die.
              She draws back quickly and looks down, terrified at what she 
              has said.
              CLOSE SHOT � GEORGE AND MARY
                                    GEORGE
                        I'm going out exploring some day, 
                        you watch. And I'm going to have a 
                        couple of harems, and maybe three or 
                        four wives.  Wait and see.
              He turns back to the cash register, whistling.
              ANOTHER ANGLE
              Taking in entrance to prescription room at end of fountain. 
              Gower comes to the entrance. He is bleary-eyed, unshaven, 
              chewing an old unlit cigar. His manner is gruff and mean. It 
              is evident he has been drinking.
                                    GOWER
                        George! George!
                                    GEORGE
                        Yes, sir.
                                    GOWER
                        You're not paid to be a canary.
                                    GEORGE
                        No, sir.
              He turns back to the cash register when he notices an open 
              telegram on the shelf. He is about to toss it aside when he 
              starts to read it.
              INSERT: THE TELEGRAM
              It reads: "We regret to inform you that your son, Robert, 
              died very suddenly this morning of influenza stop. Everything 
              possible was done for his comfort stop. We await instructions 
              from you.  EDWARD MELLINGTON Pres. HAMMERTON COLLEGE."
              BACK TO SHOT
              George puts the telegram down. A goodness of heart expresses 
              itself in a desire to do something for Gower. He gives the 
              ice cream to Mary without comment and sidles back toward 
              Gower.
              INT. PRESCRIPTION ROOM OF DRUGSTORE � DAY
              CLOSE SHOT
              Gower, drunk, is intent on putting some capsules into a box.
                                    GEORGE
                        Mr. Gower, do you want something...  
                        Anything?
                                    GOWER
                        No.
                                    GEORGE
                        Anything I can do back here?
                                    GOWER
                        No.
              George looks curiously at Gower, realizing that he is quite 
              drunk.  Gower fumbles and drops some of the capsules to the 
              floor.
              CLOSE SHOT
              Capsules spilling on floor at their feet.
              BACK TO SHOT
              George and Gower.
                                    GEORGE
                        I'll get them, sir.
              He picks up the capsules and puts them in the box. Gower 
              waves George aside, takes his old wet cigar, shoves it in 
              his mouth and sits in an old Morris chair in the background. 
              George turns a bottle around from which Gower has taken the 
              powder for the capsules. Its label reads "POISON." George 
              stands still, horrified.
                                    GOWER
                        Take these capsules over to Mrs. 
                        Blaine's.  She's waiting for them.
              George picks up the capsule box, not knowing what to do or 
              say.  His eyes go, harassed, to the bottle labeled poison. 
              George's fingers fumble.
                                    GEORGE
                        Yes, sir. They have the diphtheria 
                        there, haven't they, sir?
                                    GOWER
                        Ummmm...
              Gower stares moodily ahead, sucking his cigar. George turns 
              to him, the box in his hand.
                                    GEORGE
                        Is it a charge, sir?
                                    GOWER
                        Yes � charge.
                                    GEORGE
                        Mr. Gower, I think...
                                    GOWER
                        Aw, get going!
                                    GEORGE
                        Yes, sir.
              INT. DRUGSTORE � DAY
              MEDIUM SHOT
              George comes out into main room. As he puts on his cap he 
              sees a Sweet Caporals ad which says:
              INSERT
              "ASK DAD HE KNOWS" � SWEET CAPORAL
              BACK TO SHOT
              With an inspiration, George dashes out the door and down the 
              street. Mary follows him with her eyes.
              EXT. STREET � DAY
              MEDIUM SHOT
              George runs down the street until he comes opposite a two-
              story building with a sign on it reading: "Bailey Building 
              and Loan Association." He stops. Potter's carriage is waiting 
              at the entrance. Suddenly he runs up the stairs.
              INT. OUTER OFFICE BLDG. AND LOAN � DAY
              FULL SHOT
              The offices are ancient and a bit on the rickety side. There 
              is a counter with a grill, something like a bank. Before a 
              door marked:
              "PETER BAILEY, PRIVATE", George's Uncle Billy stands, 
              obviously trying to hear what is going on inside. He is a 
              very good-humored man of about fifty, in shirt-sleeves. With 
              him at the door, also listening, are Cousin Tilly Bailey, a 
              waspish-looking woman, who is the telephone operator, and 
              Cousin Eustace Bailey, the clerk.  The office vibrates with 
              an aura of crisis as George enters and proceeds directly 
              toward his father's office.
              CLOSE SHOT
              Uncle Billy listening at the door. As George is about to 
              enter his father's office, uncle Billy grabs him by the arm.
                                    UNCLE BILLY
                        Avast, there, Captain Cook! Where 
                        you headin'?
                                    GEORGE
                        Got to see Pop, Uncle Billy.
                                    UNCLE BILLY
                        Some other time, George.
                                    GEORGE
                        It's important.
                                    UNCLE BILLY
                        There's a squall in there that's 
                        shapin' up into a storm.
              During the foregoing, Cousin Tilly has answered the telephone, 
              and now she calls out:
                                    COUSIN TILLY
                        Uncle Billy... telephone.
                                    UNCLE BILLY
                        Who is it?
                                    COUSIN TILLY
                        Bank examiner.
              INSERT
              CLOSEUP � UNCLE BILLY'S LEFT HAND There are pieces of string 
              tied around two of the fingers, obviously to remind him of 
              things he has to do.
              BACK TO SHOT
              Uncle Billy looking at his hand.
                                    UNCLE BILLY
                        Bank examiner!  I should have called 
                        him yesterday. Switch it inside.
              He enters a door marked: "WILLIAM BAILEY, PRIVATE". George 
              stands irresolute a moment, aware of crisis in the affairs 
              of the Bailey Building and Loan Association, but aware more 
              keenly of his personal crisis. He opens the door of his 
              father's office and enters.
              INT. BAILEY'S PRIVATE OFFICE � DAY
              MEDIUM SHOT
              George's father is seated behind his desk, nervously drawing 
              swirls on a pad. He looks tired and worried. He is a gentle 
              man in his forties, an idealist, stubborn only for other 
              people's rights.  Nearby, in a throne-like wheelchair, behind 
              which stands the goon who furnishes the motive power, sits 
              Henry F. Potter, his squarish derby hat on his head. The 
              following dialogue is fast and heated, as though the argument 
              had been in process for some time.
                                    BAILEY
                        I'm not crying, Mr. Potter.
                                    POTTER
                        Well, you're begging, and that's a 
                        whole lot worse.
                                    BAILEY
                        All I'm asking is thirty days more...
                                    GEORGE
                             (interrupting)
                        Pop!
                                    BAILEY
                        Just a minute, son.
                             (to Potter)
                        Just thirty short days. I'll dig up 
                        that five thousand somehow.
                                    POTTER
                             (to his goon)
                        Shove me up...
              Goon pushes his wheelchair closer to the desk.
                                    GEORGE
                        Pop!
                                    POTTER
                        Have you put any real pressure on 
                        those people of yours to pay those 
                        mortgages?
                                    BAILEY
                        Times are bad, Mr. Potter. A lot of 
                        these people are out of work.
                                    POTTER
                        Then foreclose!
                                    BAILEY
                        I can't do that. These families have 
                        children.
              MEDIUM CLOSE SHOT � POTTER AND BAILEY
                                    GEORGE
                        Pop!
                                    POTTER
                        They're not my children.
                                    BAILEY
                        But they're somebody's children.
                                    POTTER
                        Are you running a business or a 
                        charity ward?
                                    BAILEY
                        Well, all right...
                                    POTTER
                             (interrupting)
                        Not with my money!
              CLOSE SHOT � POTTER AND BAILEY
                                    BAILEY
                        Mr. Potter, what makes you such a 
                        hardskulled character? You have no 
                        family � no children. You can't begin 
                        to spend all the money you've got.
                                    POTTER
                        So I suppose I should give it to 
                        miserable failures like you and that 
                        idiot brother of yours to spend for 
                        me.
              George cannot listen any longer to such libel about his 
              father. He comes around in front of the desk.
                                    GEORGE
                        He's not a failure! You can't say 
                        that about my father!
                                    BAILEY
                        George, George...
                                    GEORGE
                        You're not! You're the biggest man 
                        in town!
                                    BAILEY
                        Run along.
              He pushes George toward the door.
                                    GEORGE
                        Bigger'n him!
              As George passes Potter's wheelchair he pushes the old man's 
              shoulder. The goon puts out a restraining hand.
                                    GEORGE
                        Bigger'n everybody.
              George proceeds toward the door, with his father's hand on 
              his shoulder. As they go:
                                    POTTER
                        Gives you an idea of the Baileys.
              INT. OUTER OFFICE BLDG. AND LOAN � DAY
              CLOSE SHOT
              George and his father at the door.
                                    GEORGE
                        Don't let him say that about you, 
                        Pop.
                                    BAILEY
                        All right, son, thanks. I'll talk to 
                        you tonight.
              Bailey closes the door on George and turns back to Potter. 
              George stands outside the door with the capsules in his hand.
                                                                  WIPE TO:
              BACK TO DRUGSTORE
              INT. BACK ROOM � GOWER'S DRUGSTORE � DAY
              CLOSE SHOT
              Gower talking on the telephone. George stands in the doorway.
                                    GOWER
                             (drunkenly)
                        Why, that medicine should have been 
                        there an hour ago. It'll be over in 
                        five minutes, Mrs. Blaine.
              He hangs up the phone and turns to George.
                                    GOWER
                        Where's Mrs. Blaine's box of capsules?
              He grabs George by the shirt and drags him into the back 
              room.
                                    GEORGE
                        Capsules...
                                    GOWER
                             (shaking him)
                        Did you hear what I said?
                                    GEORGE
                             (frightened)
                        Yes, sir, I...
              Gower starts hitting George about the head with his open 
              hands.  George tries to protect himself as best he can.
                                    GOWER
                        What kind of tricks are you playing, 
                        anyway? Why didn't you deliver them 
                        right away? Don't you know that boy's 
                        very sick?
                                    GEORGE
                             (in tears)
                        You're hurting my sore ear.
              INT. FRONT ROOM DRUGSTORE � DAY
              CLOSE SHOT
              Mary is still seated at the soda fountain. Each time she 
              hears George being slapped, she winces.
              INT. BACK ROOM DRUGSTORE � DAY
              CLOSE SHOT � GEORGE AND GOWER
                                    GOWER
                        You lazy loafer!
                                    GEORGE
                             (sobbing)
                        Mr. Gower, you don't know what you're 
                        doing. You put something wrong in 
                        those capsules. I know you're unhappy. 
                        You got that telegram, and you're 
                        upset. You put something bad in those 
                        capsules. It wasn't your fault, Mr. 
                        Gower...
              George pulls the little box out of his pocket. Gower savagely 
              rips it away from him, breathing heavily, staring at the boy 
              venomously.
                                    GEORGE
                        Just look and see what you did. Look 
                        at the bottle you took the powder 
                        from. It's poison!  I tell you, it's 
                        poison!  I know you feel bad... and...
              George falters off, cupping his aching ear with a hand. Gower 
              looks at the large brown bottle which has not been replaced 
              on the shelf. He tears open the package, shakes the powder 
              out of one of the capsules, cautiously tastes it, then 
              abruptly throws the whole mess to the table and turns to 
              look at George again. The boy is whimpering, hurt, frightened. 
              Gower steps toward him.
                                    GEORGE
                        Don't hurt my sore ear again.
              But this time Gower sweeps the boy to him in a hug and, 
              sobbing hoarsely, crushes the boy in his embrace. George is 
              crying too.
                                    GOWER
                        No... No... No...
                                    GEORGE
                        Don't hurt my ear again!
                                    GOWER
                             (sobbing)
                        Oh, George, George...
                                    GEORGE
                        Mr. Gower, I won't ever tell anyone. 
                        I know what you're feeling. I won't 
                        ever tell a soul. Hope to die, I 
                        won't.
                                    GOWER
                        Oh, George.
                                                              DISSOLVE TO:
              INT. LUGGAGE SHOP � DAY � (1928)
              MEDIUM SHOT
              It is late afternoon. A young man is looking over an 
              assortment of luggage. Across the counter stands Joe Hepner, 
              the proprietor of the store � he is showing a suitcase.
                                    JOE
                        An overnight bag � genuine English 
                        cowhide, combination lock, fitted up 
                        with brushes, combs...
                                    CUSTOMER
                        Nope.
              AS CAMERA MOVES UP CLOSER to him, he turns and we get our 
              first glimpse of George as a young man. CAMERA HAS MOVED UP 
              to a CLOSEUP by now.
                                    GEORGE
                        Nope. Nope. Nope. Nope. Now, look, 
                        Joe.  Now, look, I... I want a big 
                        one.
              Suddenly, in action, as George stands with his arms 
              outstretched in illustration, the picture freezes and becomes 
              a still. Over this hold-frame shot we hear the voices from 
              Heaven:
                                    CLARENCE'S VOICE
                        What did you stop it for?
                                    JOSEPH'S VOICE
                        I want you to take a good look at 
                        that face.
                                    CLARENCE'S VOICE
                        Who is it?
                                    JOSEPH'S VOICE
                        George Bailey.
                                    CLARENCE'S VOICE
                        Oh, you mean the kid that had his 
                        ears slapped back by the druggist.
                                    JOSEPH'S VOICE
                        That's the kid.
                                    CLARENCE'S VOICE
                        It's a good face. I like it. I like 
                        George Bailey. Tell me, did he ever 
                        tell anyone about the pills?
                                    JOSEPH'S VOICE
                        Not a soul.
                                    CLARENCE'S VOICE
                        Did he ever marry the girl? Did he 
                        ever go exploring?
                                    JOSEPH'S VOICE
                        Well, wait and see.
              CLOSE SHOT � THE SCREEN
              The arrested CLOSEUP of George springs to life again.
                                    GEORGE
                        Big - see!  I don't want one for one 
                        night.  I want something for a 
                        thousand and one nights, with plenty 
                        of room for labels from Italy and 
                        Baghdad, Samarkand... a great big 
                        one. 
                                    JOE
                        I see, a flying carpet, huh? I don't 
                        suppose you'd like this old second-
                        hand job, would you?
              He brings a large suitcase up from under the counter.
                                    GEORGE
                        Now you're talkin'. Gee whiz, I could 
                        use this as a raft in case the boat 
                        sunk. How much does this cost?
                                    JOE
                        No charge.
                                    GEORGE
                        That's my trick ear, Joe. It sounded 
                        as if you said no charge.
                                    JOE
                             (indicating name on 
                             suitcase)
                        That's right.
                                    GEORGE
                             (as he sees his name)
                        What's my name doing on it?
                                    JOE
                        A little present from old man Gower. 
                        Came down and picked it out himself.
                                    GEORGE
                             (admiring the bag)
                        He did? Whatta you know about that � 
                        my old boss...
                                    JOE
                        What boat you sailing on?
                                    GEORGE
                        I'm working across on a cattle boat.
                                    JOE
                        A cattle boat?
                                    GEORGE
                             (as he exits)
                        Okay, I like cows.
                                                                  WIPE TO:
              INT. GOWER'S DRUGSTORE � DAY
              MEDIUM SHOT
              The place is practically the same except that it is now full 
              of school kids having sodas, etc. A juke box and many little 
              tables have been added. It has become the hangout of the 
              local small fry.  There are now three kids jerking sodas.  
              Gower is a different man now � sober, shaven and good-humored. 
              He is behind the counter when George comes in. Gower's face 
              lights up when he sees George.
                                    GEORGE
                        Mr. Gower... Mr. Gower... thanks 
                        ever so much for the bag. It's just 
                        exactly what I wanted.
                                    GOWER
                        Aw, forget it.
                                    GEORGE
                        Oh, it's wonderful.
                                    GOWER
                        Hope you enjoy it.
              George suddenly sees the old cigar lighter on the counter. 
              He closes his eyes and makes a wish.
                                    GEORGE
                        Oh... Oh. Wish I had a million 
                        dollars.
              As he snaps the lighter the flame springs up.
                                    GEORGE
                        Hot dog!
              George shakes Gower's hand vigorously and exits.
              EXT. MAIN STREET BEDFORD FALLS � DAY
              PAN SHOT as George crosses the street, Uncle Billy, cousin 
              Tilly and Cousin Eustace are leaning out of the second floor 
              window of the Building and Loan offices.
                                    UNCLE BILLY
                        Avast there, Captain Cook. You got 
                        your sea legs yet?
                                    COUSIN EUSTACE
                        Parlez-vous francais? Hey, send us 
                        some of them picture postcards, will 
                        you, George?
                                    UNCLE BILLY
                        Hey, George, don't take any plugged 
                        nickels.
                                    COUSIN TILLY
                        Hey, George, your suitcase is leaking.  
                        George waves up at them and continues 
                        on across the street.
              EXT. MAIN STREET � DAY
              MEDIUM SHOT
              As George crosses the street. He spots Ernie and his cab, 
              and Bert the motor cop, parked alongside.
                                    GEORGE
                        Hey, Ernie!
                                    ERNIE
                        Hiya, George!
                                    GEORGE
                        Hi, Bert.
                                    BERT
                        George...
                                    GEORGE
                        Ernie, I'm a rich tourist today. How 
                        about driving me home in style?
              Bert opens the door of the cab and puts George's suitcase 
              inside.
                                    ERNIE
                        Sure, your highness, hop in. And, 
                        for the carriage trade, I puts on my 
                        hat.
              As George is about to enter the cab, he stops suddenly as he 
              sees Violet (now obviously a little sex machine) come toward 
              him. Her walk and figure would stop anybody. She gives him a 
              sultry look.
              REVERSE ANGLE
              The three men by the cab, but including Violet.
                                    VIOLET
                        Good afternoon, Mr. Bailey.
                                    GEORGE
                        Hello, Violet. Hey, you look good. 
                        That's some dress you got on there.
              CLOSE SHOT � VIOLET
              She reacts to this.
                                    VIOLET
                        Oh, this old thing? Why, I only wear 
                        it when I don't care how I look.
              CAMERA PANS WITH HER AS VIOLET SWINGS ON DOWN THE SIDEWALK.
              REVERSE SHOT � CAB
              As Violet goes by, George and Bert raise their heads above 
              the top of the cab.
              MEDIUM SHOT
              On Violet's back as she goes. As she crosses the street, an 
              elderly man turns to look at her and is almost hit by a car 
              that pulls up with screeching brakes.
              CLOSE SHOT � GEORGE AND BERT AT CAB
              Ernie sticks his head out form the driver's seat.
                                    ERNIE
                        How would you like...
                                    GEORGE
                             (as he enters cab)
                        Yes...
                                    ERNIE
                        Want to come along, Bert?  We'll 
                        show you the town!
              Bert looks at his watch, then takes another look at Violet's 
              retreating figure.
                                    BERT
                        No, thanks. Think I'll go home and 
                        see what the wife's doing.
                                    ERNIE
                        Family man.
                                                              DISSOLVE TO:
              INT. BAILEY DINING ROOM � NIGHT
              MEDIUM SHOT
              Pop Bailey is seated at the dinner table. Mrs. Bailey and 
              Annie, the cook, look up toward the vibrating ceiling. There 
              are SOUNDS of terrific banging and scuffling upstairs. Annie 
              pounds on the ceiling with a broom.
                                    MOTHER
                             (calling out)
                        George! Harry! You're shaking the 
                        house down! Stop it!
                                    POP
                        Oh, let 'em alone. I wish I was up 
                        there with them.
                                    MOTHER
                        Harry'll tear his dinner suit. George!
              ANOTHER ANGLE
              Mrs. Bailey is calling up the stairs.
                                    ANNIE
                        That's why all children should be 
                        girls.
                                    MOTHER
                        But if they were all girls, there 
                        wouldn't be any... Oh, never mind.
                             (calling upstairs)
                        George! Harry! Come down to dinner 
                        this minute. Everything's getting 
                        cold and you know we've been waiting 
                        for you.
                                    GEORGE'S VOICE
                        Okay, Mom.
              She goes up the stairs.  Pop is smiling and poking his plate. 
              A commotion is heard on the stairs, the boys imitating fanfare 
              MUSIC. Down they come, holding their mother high between 
              them on their hands. They bring her into the dining room and 
              deposit her gracefully into Pop's lap.
                                    BOYS
                        Here's a present for you, Pop.
              Pop kisses her. Mother gives Pop a quick hug, then turns 
              with all the wrath she can muster on the two boys.
                                    MOTHER
                        Oh, you two idiots! George, sit down 
                        and have dinner.
                                    HARRY
                        I've eaten.
                                    MOTHER
                        Well, aren't you going to finish 
                        dressing for your graduation party? 
                        Look at you.
                                    HARRY
                        I don't care. It's George's tux.
              Annie crosses the room, holding her broom. Harry reaches out 
              for her.
                                    ANNIE
                        If you lay a hand on me, I'll hit 
                        you with this broom.
                                    HARRY
                        Annie, I'm in love with you. There's 
                        a moon out tonight.
              As he pushes her through the kitchen door, he slaps her fanny. 
              She screams. The noise is cut off by the swinging door. George 
              and his mother sit down at the table.
                                    GEORGE
                        Boy, oh, boy, oh, boy � my last meal 
                        at the old Bailey boarding house.
                                    MOTHER
                        Oh, my lands, my blood pressure!
              CLOSE SHOT
              Harry, as he sticks his head through the kitchen door.
                                    HARRY
                        Pop, can I have the car? I'm going 
                        to take over a lot of plates and 
                        things.
                                    MOTHER
                        What plates?
                                    HARRY
                        Oh, Mom � I'm chairman of the eats 
                        committee and we only need a couple 
                        of dozen.
                                    MOTHER
                        Oh, no you don't. Harry, now, not my 
                        best Haviland.
              She follows Harry into the kitchen, leaving Pop and George. 
              As she goes:
                                    GEORGE
                        Oh, let him have the plates, Mother.
              CLOSE SHOT
              George and his father, eating at the table. There is a great 
              similarity and a great understanding between them.
                                    POP
                        Hope you have a good trip, George. 
                        Uncle Billy and I are going to miss 
                        you.
                                    GEORGE
                        I'm going to miss you, too, Pop. 
                        What's the matter? You look tired.
                                    POP
                        Oh, I had another tussle with Potter 
                        today.
                                    GEORGE
                        Oh...
                                    POP
                        I thought when we put him on the 
                        Board of Directors, he'd ease up on 
                        us a little bit.
                                    GEORGE
                        I wonder what's eating that old money 
                        grubbing buzzard anyway?
                                    POP
                        Oh, he's a sick man. Frustrated and 
                        sick.  Sick in his mind, sick in his 
                        soul, if he has one. Hates everybody 
                        that has anything that he can't have. 
                        Hates us mostly, I guess.
              MEDIUM SHOT
              The dining room. Harry and his mother come out of the kitchen, 
              Harry carrying a pie in each hand and balancing one on his 
              head.  CAMERA PANS WITH them as they cross.
                                    HARRY
                        Gangway! Gangway! So long, Pop.
                                    POP
                        So long, son.
                                    GEORGE
                        Got a match?
                                    HARRY
                        Very funny. Very funny.
                                    MOTHER
                        Put those things in the car and I'll 
                        get your tie and studs together.
                                    HARRY
                        Okay, Mom. You coming later? You 
                        coming later, George?
                                    GEORGE
                        What do you mean, and be bored to 
                        death?
                                    HARRY
                        Couldn't want a better death. Lots 
                        of pretty girls, and we're going to 
                        use that new floor of yours tonight, 
                        too.
                                    GEORGE
                        I hope it works.
                                    POP
                        No gin tonight, son.
                                    HARRY
                        Aw, Pop, just a little.
                                    POP
                        No, son, not one drop.
              CLOSE SHOT
              George and Pop at the table. Annie comes in with some dishes.
                                    ANNIE
                        Boys and girls and music. Why do 
                        they need gin?
              She exits.
                                    GEORGE
                        Father, did I act like that when I 
                        graduated from high school?
                                    POP
                        Pretty much. You know, George, wish 
                        we could send Harry to college with 
                        you. Your mother and I talked it 
                        over half the night.
                                    GEORGE
                        We have that all figured out. You 
                        see, Harry'll take my job at the 
                        Building and Loan, work there four 
                        years, then he'll go.
                                    POP
                        He's pretty young for that job.
                                    GEORGE
                        Well, no younger than I was.
                                    POP
                        Maybe you were born older, George.
                                    GEORGE
                        How's that?
                                    POP
                        I say, maybe you were born older. I 
                        suppose you've decided what you're 
                        going to do when you get out of 
                        college.
                                    GEORGE
                        Oh, well, you know what I've always 
                        talked about � build things... design 
                        new buildings � plan modern cities � 
                        all that stuff I was talking about.
                                    POP
                        Still after that first million before 
                        you're thirty.
                                    GEORGE
                        No, I'll settle for half that in 
                        cash.
              Annie comes in again from the kitchen.
                                    POP
                        Of course, it's just a hope, but you 
                        wouldn't consider coming back to the 
                        Building and Loan, would you?
              Annie stops serving to hear his answer.
                                    GEORGE
                        Well, I...
                             (to Annie)
                        Annie, why don't you draw up a chair?  
                        Then you'd be more comfortable and 
                        you could hear everything that's 
                        going on.
                                    ANNIE
                        I would if I thought I'd hear anything 
                        worth listening to.
                                    GEORGE
                        You would, huh?
              She gives George a look, and goes on out into the kitchen. 
              Bailey smiles and turns to George.
                                    POP
                        I know it's soon to talk about it.
                                    GEORGE
                        Oh, now, Pop, I couldn't. I couldn't 
                        face being cooped up for the rest of 
                        my life in a shabby little office.
              He stops, realizing that he has hurt his father.
                                    GEORGE
                        Oh, I'm sorry, Pop. I didn't mean 
                        that remark, but this business of 
                        nickels and dimes and spending all 
                        your life trying to figure out how 
                        to save three cents on a length of 
                        pipe... I'd go crazy. I want to do 
                        something big and something important.
                                    POP
                             (quietly)
                        You know, George, I feel that in a 
                        small way we are doing something 
                        important.  Satisfying a fundamental 
                        urge. It's deep in the race for a 
                        man to want his own roof and walls 
                        and fireplace, and we're helping him 
                        get those things in our shabby little 
                        office.
                                    GEORGE
                             (unhappily)
                        I know, Dad. I wish I felt... But 
                        I've been hoarding pennies like a 
                        miser in order to... Most of my 
                        friends have already finished college. 
                        I just feel like if I don't get away, 
                        I'd bust.
                                    POP
                        Yes... Yes... You're right, son.
                                    GEORGE
                        You see what I mean, don't you, Pop?
                                    POP
                        This town is no place for any man 
                        unless he's willing to crawl to 
                        Potter. You've got talent, son. You 
                        get yourself an education. Then get 
                        out of here.
                                    GEORGE
                        Pop, do you want a shock? I think 
                        you're a great guy.
              To cover his embarrassment, he looks toward the kitchen door 
              and calls:
                                    GEORGE
                        Oh, did you hear that, Annie?
              CLOSE SHOT
              Annie listening through glass in door.
                                    ANNIE
                        I heard it. About time one of you 
                        lunkheads said it.
              CLOSE SHOT
              George and his father at the table.
                                    GEORGE
                        I'm going to miss old Annie. Pop, I 
                        think I'll get dressed and go over 
                        to Harry's party.
                                    POP
                        Have a good time, son.
                                                                  WIPE TO:
              INT. HIGH SCHOOL GYM � NIGHT
              MEDIUM CLOSE SHOT
              At one end of the room an orchestra is playing. George wends 
              his way through the dancing couples toward a supper table. 
              He and Harry are carrying plates and pies.
                                    GEORGE
                        Here you are.
              Several of the boys take the plates from him. George looks 
              at them, feeling very grown up and out of place.
                                    HARRY
                             (introducing George)
                        You know my kid brother, George. I'm 
                        going to put him through college.
              Sam Wainwright comes in behind Harry, waggles his hands at 
              his ears as he talks.
                                    SAM
                        Here comes George. Hello, hee-haw!
              George swings around, delighted to hear a familiar voice.
              WIDER ANGLE
              Including Sam and Marty Hatch. Sam is assured and breezy, 
              wearing very collegiate clothes.
                                    GEORGE
                        Oh, oh. Sam Wainwright! How are you? 
                        When did you get here?
                                    SAM
                        Oh, this afternoon. I thought I'd 
                        give the kids a treat.
                                    GEORGE
                        Old college graduate now, huh?
                                    SAM
                        Yeah � old Joe College Wainwright, 
                        they call me. Well, freshman, looks 
                        like you're going to make it after 
                        all.
                                    GEORGE
                        Yep.
              Sam sees Harry and leaves George in the middle of a gesture.
                                    SAM
                             (to Harry)
                        Harry! You're the guy I want to see. 
                        Coach has heard all about you.
                                    HARRY
                        He has?
                                    SAM
                        Yeah. He's followed every game and 
                        his mouth's watering. He wants me to 
                        find out if you're going to come 
                        along with us.
                                    HARRY
                        Well, I gotta make some dough first.
                                    SAM
                        Well, you better make it fast. We 
                        need great ends like you � not broken 
                        down old guys like this one.
              George and Sam wiggle their fingers at their ears, saluting 
              each other.
                                    GEORGE
                        Hee-haw!
                                    SAM
                        Hee-haw!
              An elderly, fussy school principal comes over to George.
                                    PRINCIPAL
                        George, welcome back.
                                    GEORGE
                        Hello, Mr. Partridge, how are you?
                                    PRINCIPAL
                        Putting a pool under this floor was 
                        a great idea. Saved us another 
                        building.  Now, Harry, Sam, have a 
                        lot of fun.  There's lots of stuff 
                        to eat and drink.  Lots of pretty 
                        girls around.
              Violet Bick comes into the scene and turns to face George. 
              She is waving her dance program at him.
                                    VIOLET
                        Hey, George...
                                    GEORGE
                        Hello, Violet.
                                    VIOLET
                        Hello, what am I bid?
              Marty Hatch enters scene.
                                    MARTY
                        George.
                                    GEORGE
                        Hiya, Marty. Well, it's old home 
                        week.
                                    MARTY
                        Do me a favor, will you, George?
                                    GEORGE
                        What's that?
                                    MARTY
                        Well, you remember my kid sister, 
                        Mary?
                                    GEORGE
                        Oh, yeah, yeah.
                                    SAM
                        "Momma wants you, Marty." "Momma 
                        wants you, Marty." Remember?
                                    MARTY
                        Dance with her, will you?
                                    GEORGE
                        Oh... me? Oh, well, I feel funny 
                        enough already, with all these kids.
                                    MARTY
                        Aw, come on. Be a sport. Just dance 
                        with her one time and you'll give 
                        her the thrill of her life.
                                    SAM
                        Aw, go on.
                                    MARTY
                             (calling off)
                        Hey, sis.
                                    GEORGE
                        Well, excuse me, Violet. Don't be 
                        long, Marty. I don't want to be a 
                        wet nurse for...
              He stops suddenly as he sees Mary, staring at her.
              CLOSEUP � MARY HATCH
              She is standing talking to one of the boys, Freddie, a glass 
              of punch in her hand. For the first time, she is wearing an 
              evening gown and she has gained assurance from the admiration 
              of the boy with her. She turns around and for the first time 
              she sees George.  For a second she loses her poise, staring 
              at him.
                                    FREDDIE'S VOICE
                        And the next thing I know, some guy 
                        came up and tripped me. That's the 
                        reason why I came in fourth. If it 
                        hadn't been for that...
              CLOSE SHOT
              George, staring at Mary.
                                    FREDDIE'S VOICE
                        ...that race would have been a cinch. 
                        I tried to find out who it was 
                        later...
              CLOSEUP � MARY
              Still staring at George, and smiling.
                                    FREDDIE'S VOICE
                        ...but I couldn't find out. Nobody'd 
                        ever tell you whoever it was because 
                        they'd be scared. They know...
              MEDIUM CLOSEUP
              Mary and Freddie. Marty comes into scene, followed by George.
                                    FREDDIE
                        ...what kind of...
                                    MARTY
                             (interrupting)
                        You remember George? This is Mary. 
                        Well, I'll be seeing you.
                                    GEORGE
                        Well... Well... Well...
                                    FREDDIE
                        Now, to get back to my story, see...
              Mary hands her punch cup to Freddie, and she and George start 
              dancing.
                                    FREDDIE
                        Hey, this is my dance!
                                    GEORGE
                        Oh, why don't you stop annoying 
                        people?
                                    FREDDIE
                        Well, I'm sorry. Hey!
              MOVING SHOT
              Following George and Mary as they dance.
                                    GEORGE
                        Well, hello.
                                    MARY
                        Hello. You look at me as if you didn't 
                        know me.
                                    GEORGE
                        Well, I don't.
                                    MARY
                        You've passed me on the street almost 
                        every day.
                                    GEORGE
                        Me?
                                    MARY
                        Uh-huh.
                                    GEORGE
                        Uh-uh. That was a little girl named 
                        Mary Hatch. That wasn't you.
              A WHISTLE is heard offscreen, and the MUSIC stops.
              CLOSE SHOT
              Harry on the orchestra platform, whistle in hand.
                                    HARRY
                        Oyez � oyez � oyez... The big 
                        Charleston contest. The prize? A 
                        genuine loving cup.  Those not tapped 
                        by the judges will remain on the 
                        floor. Let's go!
              CLOSEUP � GEORGE AND MARY
              As the MUSIC starts and couples begin dancing once more, 
              they look at each other.
                                    GEORGE
                        I'm not very good at this.
                                    MARY
                        Neither am I.
                                    GEORGE
                        Okay � what can we lose?
              They start their Charleston. We see a SERIES OF SHOTS of 
              various couples doing their routines, some good, some bad.
              CLOSEUP � FREDDIE
              Leaning against the railing around the dance floor, looking 
              daggers at George. Mickey, a young punk who has had one too 
              many, is beside him.
                                    MICKEY
                        What's the matter, Othello � jealous? 
                        Did you know there's a swimming pool 
                        under this floor? And did you know 
                        that button behind you causes this 
                        floor to open up?  And did you further 
                        know that George Bailey is dancing 
                        right over that crack?  And I've got 
                        the key?
              Freddie needs no more. He takes the key from Mickey and turns 
              the switch. The floor begins to part in the middle, each 
              half sliding under the bleacher seats. Pandemonium starts. 
              Dancers begin to scream as they try to get off. Some are so 
              engrossed in dancing they continue at top speed. Teachers 
              and elders start to scurry off. As the floor opens, it reveals 
              an attractive, lighted swimming pool.  George and Mary are 
              so busy dancing they don't notice the floor opening. 
              Spotlights concentrate on them. They mistake the screams for 
              cheers.
              CLOSE SHOT
              George and Mary dancing.
                                    GEORGE
                        They're cheering us. We must be good.
              MEDIUM CLOSE SHOT
              The crowd watching George and Mary dancing. They move 
              backwards until finally they reach the edge of the floor and 
              fall into the pool below.
              SERIES OF SHOTS
              George and Mary still trying to dance in the water � the 
              crowd on the edge cheering them � some of the crowd leap 
              into the pool � the principal trying to restore order, finally 
              clasps his hands like a diver and leaps in himself.
                                                                  FADE OUT
              FADE IN:
              EXT. TREE-LINED RESIDENTIAL STREET � NIGHT
              MEDIUM CLOSE SHOT
              George and Mary. The night is warm with a bright moon. George 
              is dressed in jersey sweater and oversize football pants 
              that keep wanting to come down. Mary is in an old white bath 
              robe. Each is carrying their wet clothes tied into a bundle 
              that leaves a trail of dripping water. As they near the camera 
              we hear them singing:
                                    GEORGE AND MARY
                             (singing)
                        Buffalo Gals can't you come out 
                        tonight.  Can't you come out tonight. 
                        Can't you come out tonight. Buffalo 
                        Gals can't you come out tonight and 
                        dance by the light of the moon.
                                    GEORGE
                        Hot dog! Just like an organ.
                                    MARY
                        Beautiful.
              CAMERA MOVES WITH them as they proceed down the street.
                                    GEORGE
                        And I told Harry I thought I'd be 
                        bored to death. You should have seen 
                        the commotion in that locker room. I 
                        had to knock down three people to 
                        get this stuff we're wearing here. 
                        Here, let me hold that old wet dress 
                        of yours.
              He takes the bundle of clothes from Mary. They stop and look 
              at each other.
                                    MARY
                        Do I look as funny as you do?
                                    GEORGE
                        I guess I'm not quite the football 
                        type.  You... look wonderful. You 
                        know, if it wasn't me talking I'd 
                        say you were the prettiest girl in 
                        town.
                                    MARY
                        Well, why don't you say it?
                                    GEORGE
                        I don't know. Maybe I will say it. 
                        How old are you anyway?
                                    MARY
                        Eighteen.
                                    GEORGE
                        Eighteen? Why, it was only last year 
                        you were seventeen.
                                    MARY
                        Too young or too old?
                                    GEORGE
                        Oh, no. Just right. Your age fits 
                        you.  Yes, sir, you look a little 
                        older without your clothes on.
              Mary stops. George, to cover his embarrassment, talks quickly 
              on:
                                    GEORGE
                        I mean, without a dress. You look 
                        older...  I mean, younger. You look 
                        just...
              In his confusion George steps on the end of the belt of Mary's 
              bath robe, which is trailing along behind her. She gathers 
              the robe around her.
                                    GEORGE
                        Oh-oh...
                                    MARY
                             (holding out her hand)
                        Sir, my train, please.
                                    GEORGE
                        A pox upon me for a clumsy lout.
              He picks up the belt and throws it over her arm.
                                    GEORGE
                        Your... your caboose, my lady.
                                    MARY
                        You may kiss my hand.
                                    GEORGE
                        Ummmmm...
              Holding her hand, George moves in closer to Mary.
                                    GEORGE
                        Hey � hey, Mary.
              Mary turns away from him, singing "Buffalo Gals":
                                    MARY
                             (singing)
                        As I was lumbering down the street...
              George looks after her; then picks up a rock from the street.
                                    GEORGE
                        Okay, then, I'll throw a rock at the 
                        old Granville house.
                                    MARY
                        Oh, no, don't. I love that old house.
              MEDIUM LONG SHOT � OLD HOUSE
              It is a weather-beaten, old-fashioned two-storied house that 
              once was no doubt resplendent.
                                    GEORGE
                        No. You see, you make a wish and 
                        then try and break some glass. You 
                        got to be a pretty good shot nowadays, 
                        too.
              MEDIUM CLOSEUP � GEORGE AND MARY
                                    MARY
                        Oh, no, George, don't. It's full of 
                        romance, that old place. I'd like to 
                        live in it.
                                    GEORGE
                        In that place?
                                    MARY
                        Uh-huh.
                                    GEORGE
                        I wouldn't live in it as a ghost. 
                        Now watch... right on the second 
                        floor there.
              MEDIUM LONG SHOT � OLD HOUSE
              George hurls the rock at the house. We hear the SOUND of a 
              window breaking.
              EXT. FRONT PORCH OF HOUSE � NIGHT
              CLOSE SHOT
              We see a grumpy old man in shirt sleeves in a rocking chair 
              on the porch. He looks up as he hears the breaking glass.
              EXT. STREET � NIGHT
              CLOSEUP � GEORGE AND MARY
                                    MARY
                        What'd you wish, George?
                                    GEORGE
                        Well, not just one wish. A whole 
                        hatful, Mary. I know what I'm going 
                        to do tomorrow and the next day and 
                        the next year and the year after 
                        that. I'm shaking the dust of this 
                        crummy little town off my feet and 
                        I'm going to see the world. Italy, 
                        Greece, the Parthenon, the Colosseum. 
                        Then I'm coming back here and go to 
                        college and see what they know... 
                        and then I'm going to build things. 
                        I'm gonna build air fields.  I'm 
                        gonna build skyscrapers a hundred 
                        stories high. I'm gonna build bridges 
                        a mile long...
              As he talks, Mary has been listening intently. She finally 
              stoops down and picks up a rock, weighting it in her hand.
                                    GEORGE
                        Are you gonna throw a rock?
              MEDIUM LONG SHOT
              The old deserted house. Mary throws her rock, and once more 
              we hear the SOUND of breaking glass.
                                    GEORGE
                        Hey, that's pretty good. What'd you 
                        wish, Mary?
              Mary looks at him provocatively, then turns and shuffles off 
              down the street, singing as she goes. George hurries after 
              her.
                                    MARY
                             (singing)
                        Buffalo Gals, can't you come out 
                        tonight...
              George joins her in the singing as they proceed down the 
              street.
                                    MARY AND GEORGE
                             (singing)
                        ...can't you come out tonight, can't 
                        you come out tonight. Buffalo Gals 
                        can't you come out tonight and dance 
                        by the light of the moon.
                                    GEORGE
                        What'd you wish when you threw that 
                        rock?
              CLOSE SHOT
              Man on the porch of house, listening to George and Mary.
              MEDIUM CLOSEUP � GEORGE AND MARY
              They have stopped walking and now face one another.
                                    MARY
                        Oh, no.
                                    GEORGE
                        Come on, tell me.
                                    MARY
                        If I told you it might not come true.
                                    GEORGE
                        What is it you want, Mary? What do 
                        you want? You want the moon? Just 
                        say...
              LONG SHOT
              Full moon shining through the trees.
              BACK TO SHOT � GEORGE AND MARY
                                    GEORGE
                        ...the word and I'll throw a lasso 
                        around it and pull it down. Hey, 
                        that's a pretty good idea. I'll give 
                        you the moon, Mary.
                                    MARY
                        I'll take it. And then what?
                                    GEORGE
                        Well, then you could swallow it and 
                        it'd all dissolve, see? And the 
                        moonbeams'd shoot out of your fingers 
                        and your toes, and the ends of your 
                        hair.
                             (pauses)
                        Am I talking too much?
              MEDIUM CLOSEUP � MAN ON PORCH OF HOUSE
              As George finishes talking, he jumps up out of his chair:
                                    MAN
                        Yes!! Why don't you kiss her instead 
                        of talking her to death?
              CLOSE SHOT � GEORGE AND MARY
                                    GEORGE
                        How's that?
              MEDIUM CLOSEUP � MAN ON PORCH
                                    MAN
                        Why don't you kiss her instead of 
                        talking her to death?
              CLOSE SHOT � GEORGE AND MARY
                                    GEORGE
                        Want me to kiss her, huh?
              CLOSE SHOT � PORCH OF HOUSE
                                    MAN
                        Aw, youth is wasted on the wrong 
                        people.
              As he speaks, the man leaves the porch and goes into his 
              house, slamming the front door.
              CLOSE SHOT � GEORGE AND MARY
                                    GEORGE
                        Hey, hey, hold on. Hey, mister, come 
                        on back out here, and I'll show you 
                        some kissing that'll put hair back 
                        on your head. What are you...
              Mary runs off scene. George has been once more standing on 
              the belt of her bath robe, so as she goes, her robe comes 
              off.
                                    GEORGE
                             (looking around)
                        Mary...
              He drops his bundle of clothes and picks up Mary's robe. He 
              cannot see her anywhere.
                                    GEORGE
                        Okay, I give up. Where are you?
              CLOSEUP � BUSH AT EDGE OF SIDEWALK
              We see Mary's face peering out from the leaves.
                                    MARY
                        Over here in the hydrangea bushes.
              MEDIUM CLOSE SHOT � GEORGE AND MARY
              George walks toward the bush.
                                    GEORGE
                        Here you are. Catch.
              He is about to throw her the robe, when a thought strikes 
              him.
                                    GEORGE
                        Wait a minute. What am I doing? This 
                        is a very interesting situation.
                                    MARY
                             (from the bushes)
                        Please give me my robe.
                                    GEORGE
                        Hmm... A man doesn't get in a 
                        situation like this every day.
                                    MARY
                             (impatiently)
                        I'd like to have my robe.
                                    GEORGE
                        Not in Bedford Falls, anyway.
              Mary thrashes around in the bushes. We hear her say:
                                    MARY
                        Ouch!
                                    GEORGE
                        Gesundheit. This requires a little 
                        thought here.
                                    MARY
                             (getting mad)
                        George Bailey! Give me my robe!
                                    GEORGE
                        I've heard about things like this, 
                        but I've never...
                                    MARY
                             (interrupting)
                        Shame on you. I'm going to tell your 
                        mother on you.
                                    GEORGE
                        Oh, my mother's way up the corner 
                        there.
                                    MARY
                             (desperate)
                        I'll call the police.
                                    GEORGE
                        They're way downtown. They'd be on 
                        my side, too.
                                    MARY
                        I'm going to scream!
                                    GEORGE
                             (thoughtfully)
                        Maybe I could sell tickets. Let's 
                        see. No, the point is, in order to 
                        get this robe...  I've got it! I'll 
                        make a deal with you, Mary.
              Headlights flash into the scene, and the old Bailey automobile 
              drives in, with Harry at the wheel, and Uncle Billy beside 
              him.
                                    UNCLE BILLY
                        George! George! Come on home, quick! 
                        Your father's had a stroke!
              George throws Mary's robe over the bush and gets into the 
              car.
                                    GEORGE
                        Mary... Mary, I'm sorry. I've got to 
                        go.
                                    HARRY
                        Come on, George, let's hurry.
                                    GEORGE
                        Did you get a doctor?
                                    UNCLE BILLY
                        Yes, Campbell's there now.
              CLOSEUP � THE HYDRANGEA BUSH
              As the car drives off, Mary, now wearing the robe, rises up 
              from the bush and follows the car with her eyes.
                                                                  FADE OUT
              FADE IN:
              EXT. BAILEY BUILDING AND LOAN SIGN OVER ENTRANCE
              INT. BAILEY BUILDING AND LOAN OFFICE � DAY
              CLOSE SHOT � DIRECTORS MEETING
              There are about twelve directors seated around a long table. 
              They are the substantial citizens of Bedford Falls: Dr. 
              Campbell, a lawyer, an insurance agent, a real estate 
              salesman, etc.  Prominently seated among them is Henry F. 
              Potter, his goon beside his wheelchair. Uncle Billy and George 
              are seated among the directors. The Chairman of the Board is 
              Dr. Campbell. They have folders and papers before them, on 
              which they have been reporting.  Before each of the directors 
              there are individual reports for them to study.
                                    DR. CAMPBELL
                        I think that's all we'll need you 
                        for, George. I know you're anxious 
                        to make a train.
                                    GEORGE
                             (rising)
                        I have a taxi waiting downstairs.
                                    DR. CAMPBELL
                        I want the Board to know that George 
                        gave up his trip to Europe to help 
                        straighten things out here these 
                        past few months.  Good luck to you 
                        at school, George.
                                    GEORGE
                        Thanks.
                                    DR. CAMPBELL
                        Now we come to the real purpose of 
                        this meeting � to appoint a successor 
                        to our dear friend, Peter Bailey.
                                    POTTER
                        Mr. Chairman, I'd like to get to my 
                        real purpose.
                                    MAN
                        Wait just a minute now.
                                    POTTER
                        Wait for what?  I claim this 
                        institution is not necessary to this 
                        town. Therefore, Mr. Chairman, I 
                        make a motion to dissolve this 
                        institution and turn its assets and 
                        liabilities over to the receiver.
                                    UNCLE BILLY
                             (angrily)
                        George, you hear what that buzzard...
                                    LAWYER
                        Mr. Chairman, it's too soon after 
                        Peter Bailey's death to discuss 
                        chloroforming the Building and Loan.
                                    MAN
                        Peter Bailey died three months ago. 
                        I second Mr. Potter's motion.
                                    DR. CAMPBELL
                        Very well. In that case I'll ask the 
                        two executive officers to withdraw.
              Dr. Campbell rises from his seat. George and Uncle Billy 
              start to collect their papers and leave the table.
                                    DR. CAMPBELL
                        But before you go, I'm sure the whole 
                        board wishes to express its deep 
                        sorrow at the passing of Peter Bailey.
                                    GEORGE
                        Thank you very much.
                                    DR. CAMPBELL
                        It was his faith and devotion that 
                        are responsible for this organization.
                                    POTTER
                        I'll go further than that. I'll say 
                        that to the public Peter Bailey was 
                        the Building and Loan.
              Everyone looks at him surprised.
                                    UNCLE BILLY
                             (trying to control 
                             himself)
                        Oh, that's fine, Potter, coming from 
                        you, considering that you probably 
                        drove him to his grave.
                                    POTTER
                        Peter Bailey was not a business man.  
                        That's what killed him. Oh, I don't 
                        mean any disrespect to him, God rest 
                        his soul.  He was a man of high 
                        ideals, so-called, but ideals without 
                        common sense can ruin this town.
                             (picking up papers 
                             from table)
                        Now, you take this loan here to Ernie 
                        Bishop... You know, that fellow that 
                        sits around all day on his brains in 
                        his taxi.  You know... I happen to 
                        know the bank turned down this loan, 
                        but he comes here and we're building 
                        him a house worth five thousand 
                        dollars. Why?
              George is at the door of the office, holding his coat and 
              papers, ready to leave.
                                    GEORGE
                        Well, I handled that, Mr. Potter. 
                        You have all the papers there. His 
                        salary, insurance. I can personally 
                        vouch for his character.
                                    POTTER
                             (sarcastically)
                        A friend of yours?
                                    GEORGE
                        Yes, sir.
                                    POTTER
                        You see, if you shoot pool with some 
                        employee here, you can come and borrow 
                        money. What does that get us? A 
                        discontented, lazy rabble instead of 
                        a thrifty working class. And all 
                        because a few starry-eyed dreamers 
                        like Peter Bailey stir them up and 
                        fill their heads with a lot of 
                        impossible ideas. Now, I say...
              George puts down his coat and comes around to the table, 
              incensed by what Potter is saying about his father.
                                    GEORGE
                        Just a minute � just a minute. Now, 
                        hold on, Mr. Potter. You're right 
                        when you say my father was no business 
                        man. I know that. Why he ever started 
                        this cheap, penny-ante Building and 
                        Loan, I'll never know. But neither 
                        you nor anybody else can say anything 
                        against his character, because his 
                        whole life was... Why, in the twenty-
                        five years since he and Uncle Billy 
                        started this thing, he never once 
                        thought of himself. Isn't that right, 
                        Uncle Billy?  He didn't save enough 
                        money to send Harry to school, let 
                        alone me. But he did help a few people 
                        get out of your slums, Mr. Potter. 
                        And what's wrong with that? Why...  
                        Here, you're all businessmen here. 
                        Doesn't it make them better citizens? 
                        Doesn't it make them better customers? 
                        You... you said... What'd you say 
                        just a minute ago?... They had to 
                        wait and save their money before 
                        they even ought to think of a decent 
                        home. Wait! Wait for what? Until 
                        their children grow up and leave 
                        them?  Until they're so old and broken-
                        down that they... Do you know how 
                        long it takes a working man to save 
                        five thousand dollars?  Just remember 
                        this, Mr. Potter, that this rabble 
                        you're talking about... they do most 
                        of the working and paying and living 
                        and dying in this community. Well, 
                        is it too much to have them work and 
                        pay and live and die in a couple of 
                        decent rooms and a bath? Anyway, my 
                        father didn't think so. People were 
                        human beings to him, but to you, a 
                        warped, frustrated old man, they're 
                        cattle. Well, in my book he died a 
                        much richer man than you'll ever be!
                                    POTTER
                        I'm not interested in your book. I'm 
                        talking about the Building and Loan.
                                    GEORGE
                        I know very well what you're talking 
                        about. You're talking about something 
                        you can't get your fingers on, and 
                        it's galling you. That's what you're 
                        talking about, I know.
                             (to the Board)
                        Well, I've said too much. I... You're 
                        the Board here. You do what you want 
                        with this thing. Just one thing more, 
                        though. This town needs this measly 
                        one-horse institution if only to 
                        have some place where people can 
                        come without crawling to Potter. 
                        Come on, Uncle Billy!
              George leaves the room, followed by the jubilant Uncle Billy.  
              Potter's face is grim with hatred. The "frustrated old man" 
              remark was gall in his veins.
                                    POTTER
                        Sentimental hogwash! I want my 
                        motion...
              He is interrupted by a babble of talk, as the directors take 
              up the argument
              INT. OUTER OFFICE � BUILDING AND LOAN � DAY
              MEDIUM CLOSE SHOT
              George, visibly shaken, is busy with his bag, his papers. He 
              is worried about the outcome of the meeting. Dissolving the 
              Building and Loan will alter his plans. Uncle Billy follows 
              him around, chattering.
                                    UNCLE BILLY
                        Boy, oh, boy, that was telling him, 
                        George, old boy. You shut his big 
                        mouth.
                             (to Cousin Tilly and 
                             Cousin Eustace)
                        You should have heard him.
                                    COUSIN EUSTACE
                        What happened? We heard a lot of 
                        yelling.
                                    UNCLE BILLY
                        Well, we're being voted out of 
                        business after twenty-five years. 
                        Easy come, easy go.
                                    COUSIN TILLY
                             (reading a newspaper)
                        Here it is, "Help Wanted � Female."
              MEDIUM CLOSE SHOT � DOORWAY TO OFFICE
              Ernie is in the doorway.
                                    ERNIE
                        You still want me to hang around, 
                        George?
              MEDIUM CLOSE SHOT � GEORGE AND THE OTHERS
                                    GEORGE
                             (looking at his watch)
                        Yeah, I'll be right down.
                                    UNCLE BILLY
                        Hey, you'll miss your train. You're 
                        a week late for school already. Go 
                        on.
                                    GEORGE
                             (indicating Board 
                             room)
                        I wonder what's going on in there?
                                    UNCLE BILLY
                        Oh, never mind. Don't worry about 
                        that.  They're putting us out of 
                        business. So what? I can get another 
                        job. I'm only fifty-five.
                                    COUSIN TILLY
                        Fifty-six!
                                    UNCLE BILLY
                        Go on � go on. Hey, look, you gave 
                        up your boat trip, now you don't 
                        want to miss college too, do you?
              Dr. Campbell comes running out, all excited.
                                    DR. CAMPBELL
                        George! George! They voted Potter 
                        down!  They want to keep it going!
              Cousin Eustace, Cousin Tilly and Uncle Billy cheer wildly. 
              Dr. Campbell and George shake hands.
                                    UNCLE BILLY
                        Whoopee!
                                    DR. CAMPBELL
                        But they've got one condition � only 
                        one condition.
                                    GEORGE
                        What's that?
                                    DR. CAMPBELL
                        That's the best part of it. They've 
                        appointed George here as executive 
                        secretary to take his father's place.
                                    GEORGE
                        Oh, no! But, Uncle Billy...
                                    DR. CAMPBELL
                        You can keep him on. That's all right. 
                        As secretary you can hire anyone you 
                        like.
                                    GEORGE
                             (emphatically)
                        Dr. Campbell, now let's get this 
                        thing straight. I'm leaving. I'm 
                        leaving right now. I'm going to 
                        school. This is my last chance. Uncle 
                        Billy here, he's your man.
                                    DR. CAMPBELL
                        But, George, they'll vote with Potter 
                        otherwise.
                                                              LAP DISSOLVE
              EXT. SKY � NIGHT
              The same stars we saw in the opening sequence are once more 
              twinkling as we hear the voices form Heaven
                                    CLARENCE'S VOICE
                        I know. I know. He didn't go.
                                    JOSEPH'S VOICE
                        That's right. Not only that, but he 
                        gave his school money to his brother 
                        Harry, and sent him to college. Harry 
                        became a football star � made second 
                        team All American.
                                    CLARENCE'S VOICE
                        Yes, but what happened to George?
                                                              LAP DISSOLVE
              EXT. RAILROAD STATION � DAY � FOUR YEARS LATER
              MEDIUM SHOT
              Characteristic activity; a number of people waiting for the 
              train.  Uncle Billy is seated on a baggage wagon eating 
              peanuts as George paces up and down in front of him.
                                    JOSEPH'S VOICE
                        George got four years older, waiting 
                        for Harry to come back and take over 
                        the Building and Loan.
                                    GEORGE
                        Oh, there are plenty of jobs around 
                        for somebody that likes to travel. 
                        Look at this.
                             (takes some folders 
                             from his pocket)
                        There... Venezuela oil fields � 
                        wanted, man with construction 
                        experience. Here's the Yukon, right 
                        here � wanted, man with engineering 
                        experience.
              The WHISTLE of the approaching train is heard.
                                    GEORGE
                        Thar she blows. You know what the 
                        three most exciting sounds in the 
                        world are?
                                    UNCLE BILLY
                        Uh-huh. Breakfast is served; lunch 
                        is served; dinner...
                                    GEORGE
                        No, no, no, no! Anchor chains, plane 
                        motors, and train whistles.
                                    UNCLE BILLY
                        Peanut?
                                                                  WIPE TO:
              EXT. TRAIN � DAY
              MEDIUM SHOT
              The train comes to a stop, and Harry is among the first to 
              get off, followed by an attractive girl about the same age 
              as he is.  George rushes into the shot, and as the brothers 
              embrace:
                                    GEORGE
                             (joyously)
                        There's the professor now! Old 
                        professor, Phi Beta Kappa Bailey! 
                        All American!
                                    HARRY
                        Well, if it isn't old George 
                        Geographic Explorer Bailey! What? No 
                        husky dogs? No sled?
                             (to Uncle Billy)
                        Uncle Billy, you haven't changed a 
                        bit.
                                    UNCLE BILLY
                        Nobody ever changes around here. You 
                        know that.
                                    GEORGE
                        Oh, am I glad to see you.
                                    HARRY
                        Say, where's Mother?
                                    GEORGE
                        She's home cooking the fatted calf. 
                        Come on, let's go.
                                    HARRY
                        Oh, wait. Wait... Wait a minute.
              CLOSE SHOT
              The group, including Ruth Dakin. This is the young lady who 
              came off the train with Harry. In the excitement of greetings 
              she has been momentarily forgotten. She stands, smiling, 
              waiting.
                                    GEORGE
                        Hello.
                                    UNCLE BILLY
                        How do you do.
                                    HARRY
                        Ruth Dakin.
                                    RUTH
                        Ruth Dakin Bailey, if you don't mind.
              George and Uncle Billy stare, astounded.
                                    UNCLE BILLY
                        Huh?
                                    HARRY
                        Well, I wired you I had a surprise. 
                        Here she is. Meet the wife.
              George is thunderstruck. He takes Ruth's hand.
                                    UNCLE BILLY
                        Well, what do you know � wife.
                                    GEORGE
                        Well, how do you do. Congratulations.  
                        Congratulations. What am I doing?
              He kisses Ruth.  CAMERA MOVES WITH them down the platform.
                                    GEORGE
                        Harry, why didn't you tell somebody?
                             (to Ruth)
                        What's a pretty girl like you doing 
                        marrying this two-headed brother of 
                        mine?
                                    RUTH
                             (smiling)
                        Well, I'll tell you. It's purely 
                        mercenary. My father offered him a 
                        job.
              George stops, with a sinking feeling. Uncle Billy and Ruth 
              continue out of shot. Harry stops with George.
                                    UNCLE BILLY
                             (as he moves off)
                        Oh, he gets you and a job? Well, 
                        Harry's cup runneth over.
                                    HARRY
                        George... about that job. Ruth spoke 
                        out of turn. I never said I'd take 
                        it. You've been holding the bag here 
                        for four years, and... well, I won't 
                        let you down, George.  I would like 
                        to... Oh, wait a minute. I forgot 
                        the bags. I'll be right back.
              He runs out of the shot, George watching him.
              CLOSE SHOT
              George slowly moves after Uncle Billy and Ruth. He is thinking 
              deeply.
                                    UNCLE BILLY'S VOICE
                        It was a surprise to me. This is the 
                        new Mrs. Bailey, my nephew's wife. 
                        Old, old friend of the family.
                                    RUTH'S VOICE
                        Oh, of course. I've heard him speak 
                        of you.
                                    UNCLE BILLY'S VOICE
                        And I want to tell you, we're going 
                        to give the biggest party this town 
                        ever saw.
              CAMERA MOVES WITH George as he comes into the scene. Ruth 
              detaches herself from the group and offers George some 
              popcorn.
                                    RUTH
                             (to George)
                        Here, have some popcorn. George, 
                        George, George... that's all Harry 
                        ever talks about.
                                    GEORGE
                             (quietly)
                        Ruth, this... what about this job?
                                    RUTH
                        Oh, well, my father owns a glass 
                        factory in Buffalo. He wants to get 
                        Harry started in the research 
                        business.
                                    GEORGE
                        Is it a good job?
                                    RUTH
                        Oh, yes, very. Not much money, but a 
                        good future, you know. Harry's a 
                        genius at research. My father fell 
                        in love with him.
                                    GEORGE
                        And you did, too?
              Ruth nods, smiling.
                                                                  WIPE TO:
              EXT. FRONT PORCH � BAILEY HOME � NIGHT
              MEDIUM CLOSE SHOT
              Cousin Eustace is taking a photograph of the family group 
              assembled on the porch. Flash bulbs go off, and the group 
              breaks up. The crowd enters the front door of the house, 
              leaving George and Uncle Billy on the porch.
              CLOSE SHOT � GEORGE AND UNCLE BILLY
              The latter is tipsy. He feels very high.
                                    UNCLE BILLY
                        Oh, boy, oh boy, oh boy. I feel so 
                        good I could spit in Potter's eye. I 
                        think I will. What did you say, huh? 
                        Oh, maybe I'd better go home.
              He looks around for his hat, which is on his head.
                                    UNCLE BILLY
                        Where's my hat? Where's my...
              George takes the hat from Uncle Billy's head and hands it to 
              him.
                                    UNCLE BILLY
                        Oh, thank you, George. Which one is 
                        mine?
                                    GEORGE
                             (laughing)
                        The middle one.
                                    UNCLE BILLY
                        Oh, thank you, George, old boy, old 
                        boy.  Now, look � if you'll point me 
                        in the right direction... would you 
                        do that?  George?
                                    GEORGE
                        Right down here.
              They descend the porch steps, and George turns his uncle 
              around and heads him down the street.
                                    UNCLE BILLY
                        Old Building and Loan pal, huh...
                                    GEORGE
                        Now you just turn this way and go 
                        right straight down.
                                    UNCLE BILLY
                        That way, huh?
              He staggers out of the scene, and as George turns away, we 
              hear Uncle Billy singing "My Wild Irish Rose." There is a 
              CRASH of cans and bottles, then:
                                    UNCLE BILLY'S VOICE
                        I'm all right. I'm all right. "... 
                        the sweetest flower that grows... "
              EXT. HOUSE � NIGHT
              MEDIUM CLOSE SHOT
              George is standing at the garden gate. He takes some travel 
              folders from his pocket, looks at them and throws them away. 
              He is obviously disturbed about the latest turn of events. 
              His mother comes out of the house and kisses him.
                                    GEORGE
                        Hello, Mom.
                                    MRS. BAILEY
                             (as she kisses him)
                        That's for nothing. How do you like 
                        her?
              She nods toward the house, where Harry and Ruth, among a 
              crowd of other couples, are dancing to the MUSIC of a 
              phonograph, and can be seen through the front door.
                                    GEORGE
                        She's swell.
                                    MRS. BAILEY
                        Looks like she can keep Harry on his 
                        toes.
                                    GEORGE
                        Keep him out of Bedford Falls, anyway.
                                    MRS. BAILEY
                        Did you know that Mary Hatch is back 
                        from school?
                                    GEORGE
                        Uh-huh.
                                    MRS. BAILEY
                        Came back three days ago.
                                    GEORGE
                        Hmmmm...
                                    MRS. BAILEY
                        Nice girl, Mary.
                                    GEORGE
                        Hmmmm...
                                    MRS. BAILEY
                        Kind that will help you find the 
                        answers, George.
                                    GEORGE
                        Hmmm...
                                    MRS. BAILEY
                        Oh, stop that grunting.
                                    GEORGE
                        Hmmm...
                                    MRS. BAILEY
                        Can you give me one good reason why 
                        you shouldn't call on Mary?
                                    GEORGE
                        Sure � Sam Wainwright.
                                    MRS. BAILEY
                        Hmmm?
                                    GEORGE
                        Yes. Sam's crazy about Mary.
                                    MRS. BAILEY
                        Well, she's not crazy about him.
                                    GEORGE
                        Well, how do you know? Did she discuss 
                        it with you?
                                    MRS. BAILEY
                        No.
                                    GEORGE
                        Well then, how do you know?
                                    MRS. BAILEY
                        Well, I've got eyes, haven't I? Why, 
                        she lights up like a firefly whenever 
                        you're around.
                                    GEORGE
                        Oh...
                                    MRS. BAILEY
                        And besides, Sam Wainwright's away 
                        in New York, and you're here in 
                        Bedford Falls.
                                    GEORGE
                        And all's fair in love and war?
                                    MRS. BAILEY
                             (primly)
                        I don't know about war.
                                    GEORGE
                        Mother, you know, I can see right 
                        through you � right back to your 
                        back collar button... trying to get 
                        rid of me, huh?
                                    MRS. BAILEY
                        Uh-huh.
              They kiss. Mrs. Bailey puts George's hat on his head.
                                    GEORGE
                        Well, here's your hat, what's your 
                        hurry?  All right, Mother, old 
                        Building and Loan pal, I think I'll 
                        go out and find a girl and do a little 
                        passionate necking.
                                    MRS. BAILEY
                        Oh, George!
                                    GEORGE
                        Now, if you'll just point me in the 
                        right direction... This direction?
                             (as he leaves)
                        Good night, Mrs. Bailey.
                                                                  WIPE TO:
              EXT. MAIN STREET BEDFORD FALLS � NIGHT
              CLOSE SHOT
              George is standing in the middle of the street, hands in his 
              pockets. As a girl passes, he turns and watches her for a 
              moment.  He is obviously undecided as to what he wants to 
              do.
              EXT. VIOLET BICK'S BEAUTY SHOP � NIGHT
              MEDIUM SHOT
              Violet is locking up for the night. A couple of men are 
              crowding around her, each one bent on taking her out. There 
              is laughter, kidding and pawing. She looks up and sees George 
              standing there.
                                    VIOLET
                             (to the two men)
                        Excuse me...
                                    MAN
                        Now, wait a minute.
                                    VIOLET
                        I think I got a date. But stick 
                        around, fellows, just in case, huh?
                                    MAN
                        We'll wait for you, baby.
              CAMERA PANS WITH Violet as she crosses the street to George.
              MEDIUM CLOSE SHOT � GEORGE AND VIOLET
                                    VIOLET
                        Hello, Georgie-Porgie.
                                    GEORGE
                        Hello, Vi.
              He looks her over. Violet takes her beauty shop seriously 
              and she's an eyeful. She senses the fact that George is far 
              from immune to her attractions. She links her arm in his and 
              continues on down the street with him.
              CLOSE MOVING SHOT � GEORGE AND VIOLET
                                    VIOLET
                        What gives?
                                    GEORGE
                        Nothing.
                                    VIOLET
                        Where are you going?
                                    GEORGE
                        Oh, I'll probably end up down at the 
                        library.
              They stop walking and face one another.
                                    VIOLET
                        George, don't you ever get tired of 
                        just reading about things?
              Her eyes are seductive and guileful as she looks up at him. 
              He is silent for a moment, then blurts out:
                                    GEORGE
                        Yes... what are you doing tonight?
                                    VIOLET
                             (feigned surprise)
                        Not a thing.
                                    GEORGE
                        Are you game, Vi? Let's make a night 
                        of it.
                                    VIOLET
                             (just what she wanted)
                        Oh, I'd love it, Georgie. What'll we 
                        do?
                                    GEORGE
                        Let's go out in the fields and take 
                        off our shoes and walk through the 
                        grass.
                                    VIOLET
                        Huh?
                                    GEORGE
                        Then we can go up to the falls. It's 
                        beautiful up there in the moonlight, 
                        and there's a green pool up there, 
                        and we can swim in it. Then we can 
                        climb Mt. Bedford, and smell the 
                        pines, and watch the sunrise against 
                        the peaks, and... we'll stay up there 
                        the whole night, and everybody'll be 
                        talking and there'll be a terrific 
                        scandal...
                                    VIOLET
                             (interrupting)
                        George, have you gone crazy? Walk in 
                        the grass in my bare feet? Why, it's 
                        ten miles up to Mt. Bedford.
                                    GEORGE
                        Shhh...
                                    VIOLET
                             (angrily)
                        You think just because you...
              By this time a small crowd has collected to watch the above 
              scene.  Violet is furious and talking in a loud voice, and 
              George is trying to quiet her. Finally:
                                    GEORGE
                        Okay, just forget about the whole 
                        thing.
              As George stalks off, the crowd breaks into laughter, and we
                                                                  WIPE TO:
              EXT. RESIDENTIAL STREET � NIGHT
              CLOSE SHOT
              George is walking slowly past the Hatch home. He stares 
              meditatively at the simple dwelling, then he starts walking 
              ahead.  But after a few steps he turns around and starts 
              back. He walks past the house a few yards, turns, and starts 
              back again.
              INT. BEDROOM WINDOW � HATCH HOME � NIGHT
              CLOSE SHOT
              Mary is looking out the window, watching George walk back 
              and forth.
                                    MARY
                        What are you doing, picketing?
              George stops, startled, and looks up.
                                    GEORGE
                        Hello, Mary. I just happened to be 
                        passing by.
                                    MARY
                        Yeah, so I noticed. Have you made up 
                        your mind?
                                    GEORGE
                        How's that?
                                    MARY
                        Have you made up your mind?
                                    GEORGE
                        About what?
                                    MARY
                        About coming in. Your mother just 
                        phoned and said you were on your way 
                        over to pay me a visit.
              EXT. STREET � NIGHT
              MEDIUM LONG SHOT
              George looks surprised at this.
                                    GEORGE
                        My mother just called you? Well, how 
                        did she know?
                                    MARY
                        Didn't you tell her?
                                    GEORGE
                        I didn't tell anybody. I just went 
                        for a walk and happened to be passing 
                        by...
              But Mary has disappeared from the window.
                                    GEORGE
                             (to himself)
                        What do you... went for a walk, that's 
                        all.
              INT. HATCH HOME � NIGHT
              MEDIUM CLOSE SHOT
              Mary is running down the stairs.
                                    MARY
                             (calling off)
                        I'll be downstairs, mother.
                                    MRS. HATCH'S VOICE
                        All right, dear.
              Mary looks in a mirror at the bottom of the stairs and fixes 
              her hair. She is plainly excited at George's visit. She runs 
              into the parlor and puts a sketch on an easel.
              INSERT: THE SKETCH
              It is a caricature of George throwing a lasso around the 
              moon.  Lettering on the drawing says: "George Lassos The 
              Moon."
              BACK TO SHOT
              Mary runs into the hall, opens the phonograph and puts on a 
              record of "Buffalo Gals."  Then she opens the front door and 
              stands there waiting for George.
              INT. DOORWAY � NIGHT
              MEDIUM CLOSE SHOT
              George is struggling with the gate � he finally kicks it 
              open and starts slowly up the path toward Mary.
                                    MARY
                        Well, are you coming in or aren't 
                        you?
                                    GEORGE
                        Well, I'll come in for a minute, but 
                        I didn't tell anybody I was coming 
                        over here.
              CLOSE SHOT
              Mary and George are in the entrance hall.
                                    GEORGE
                        When did you get back?
                                    MARY
                        Tuesday.
                                    GEORGE
                        Where'd you get that dress?
                                    MARY
                        Do you like it?
                                    GEORGE
                        It's all right. I thought you'd go 
                        back to New York like Sam and Ingie, 
                        and the rest of them.
                                    MARY
                        Oh, I worked there for a couple of 
                        vacations, but I don't know... I 
                        guess I was homesick.
                                    GEORGE
                             (shocked)
                        Homesick? For Bedford Falls?
                                    MARY
                        Yes, and my family and... oh, 
                        everything.  Would you like to sit 
                        down?
              They go through the doorway into the parlor.
                                    GEORGE
                        All right, for a minute. I still 
                        can't understand it though. You know 
                        I didn't tell anybody I was coming 
                        here.
                                    MARY
                        Would you rather leave?
                                    GEORGE
                        No, I don't want to be rude.
                                    MARY
                        Well, then, sit down.
              George sees the cartoon on the easel and bends down for a 
              close look at it.
                                    GEORGE
                             (indicating cartoon)
                        Some joke, huh?
              CLOSE SHOT
              George and Mary sitting on the divan. He is uncomfortable, 
              and she tries desperately to keep the conversation alive.
                                    GEORGE
                        Well, I see it still smells like 
                        pine needles in here.
                                    MARY
                        Thank you.
              There is silence for a moment, then Mary joins in singing 
              with the phonograph record which has been playing all through 
              the above scene:
                                    MARY
                             (singing)
                        "And dance by the light..."
                                    GEORGE
                        What's the matter? Oh, yeah... yeah...
              He looks at his watch, as though about to leave.
                                    GEORGE
                        Well, I...
                                    MARY
                             (desperately)
                        It was nice about your brother Harry, 
                        and Ruth, wasn't it?
                                    GEORGE
                        Oh... yeah, yeah. That's all right.
                                    MARY
                        Don't you like her?
                                    GEORGE
                        Well, of course I like her. She's a 
                        peach.
                                    MARY
                        Oh, it's just marriage in general 
                        you're not enthusiastic about, huh?
                                    GEORGE
                        No, marriage is all right for Harry, 
                        and Marty, and Sam and you.
              INT. STAIRS
              MEDIUM CLOSE SHOT
              Mrs. Hatch, in a bathrobe, and with her hair in curlers, is 
              leaning over the banister as she calls:
                                    MRS. HATCH
                        Mary! Mary!
              INT. PARLOR � NIGHT
              CLOSE SHOT
              George and Mary seated on the divan.
                                    MRS. HATCH'S VOICE
                        Who's down there with you?
                                    MARY
                        It's George Bailey, Mother.
                                    MRS. HATCH'S VOICE
                        George Bailey? What's he want?
                                    MARY
                        I don't know.
                             (to George)
                        What do you want?
                                    GEORGE
                             (indignant)
                        Me? Not a thing. I just came in to 
                        get warm.
                                    MARY
                             (to mother)
                        He's making violent love to me, 
                        Mother.
              George is aghast.
                                    MRS. HATCH'S VOICE
                        You tell him to go right back home, 
                        and don't you leave the house, either. 
                        Sam Wainwright promised to call you 
                        from New York tonight.
                                    GEORGE
                             (heatedly)
                        But your mother needn't... you know 
                        I didn't come here to... to... to...
                                    MARY
                             (rising)
                        What did you come here for?
                                    GEORGE
                        I don't know. You tell me. You're 
                        supposed to be the one that has all 
                        the answers.  You tell me.
                                    MARY
                             (terribly hurt)
                        Oh, why don't you go home?
                                    GEORGE
                             (almost shouting)
                        That's where I'm going. I don't know 
                        why I came here in the first place! 
                        Good night!
              As George leaves the room, the telephone in the hall starts 
              ringing.
                                    MARY
                             (to George)
                        Good night!
                                    MRS. HATCH'S VOICE
                        Mary! Mary! The telephone! It's Sam!
              INT. HALL � NIGHT
              MEDIUM CLOSE SHOT
              Mary comes into the hall.
                                    MARY
                             (almost weeping)
                        I'll get it.
              As Mary comes into the hall, she stops by the phonograph, 
              which is still playing "Buffalo Gals," takes off the record 
              with a jerk, and smashes it against the machine. The phone 
              is still ringing.
                                    MRS. HATCH
                        Mary, he's waiting!
                                    MARY
                        Hello.
              As Mary picks up the phone, George comes in from the front 
              porch.
                                    GEORGE
                        I forgot my hat.
                                    MARY
                             (overly enthusiastic)
                        Hee-haw! Hello, Sam, how are you?
                                    SAM'S VOICE
                        Aw, great. Gee, it's good to hear 
                        your voice again.
              George has stopped, hat in hand, to hear the first greetings.
                                    MARY
                        Oh, well, that's awfully sweet of 
                        you, Sam.
                             (glances toward door, 
                             sees George still 
                             there)
                        There's an old friend of yours here.  
                        George Bailey.
                                    SAM
                        You mean old moss-back George?
                                    MARY
                        Yes, old moss-back George.
                                    SAM'S VOICE
                        Hee-haw! Put him on.
                                    MARY
                        Wait a minute. I'll call him.
                             (calling)
                        George!
                                    MRS. HATCH
                        He doesn't want to speak to George, 
                        you idiot!
                                    MARY
                        He does so. He asked for him.
                             (calling)
                        Geo... George, Sam wants to speak to 
                        you.
              She hands the instrument to George.
                                    GEORGE
                        Hello, Sam.
              INT. SAM'S NEW YORK OFFICE � NIGHT
              MEDIUM CLOSE SHOT
              Sam is seated at his desk, while a couple of his friends are 
              nearby, with highballs in their hands.
                                    SAM
                             (into phone)
                        Well, George Baileyoffski! Hey, a 
                        fine pal you are. What're you trying 
                        to do? Steal my girl?
              INT. HATCH HALL � NIGHT
              MEDIUM CLOSE SHOT � GEORGE AND MARY
                                    GEORGE
                             (into phone)
                        What do you mean? Nobody's trying to 
                        steal your girl. Here... here's Mary.
                                    SAM'S VOICE
                        No, wait a minute. Wait a minute. I 
                        want to talk to both of you. Tell 
                        Mary to get on the extension.
                                    GEORGE
                             (to Mary)
                        Here. You take it. You tell him.
                                    MARY
                        Mother's on the extension.
              INT. UPPER HALLWAY � NIGHT
              CLOSE SHOT � MRS. HATCH
              As she hears this, she hastily hangs up the extension phone 
              on which she has been listening.
              BACK TO SHOT � GEORGE AND MARY
                                    MARY
                        We can both hear. Come here.
              Mary takes the telephone from George and holds it so that of 
              necessity George's cheek is almost against hers. He is very 
              conscious of her proximity.
                                    MARY
                             (on phone)
                        We're listening, Sam.
                                    SAM'S VOICE
                        I have a big deal coming up that's 
                        going to make us all rich. George, 
                        you remember that night in Martini's 
                        bar when you told me you read 
                        someplace about making plastics out 
                        of soybeans?
                                    GEORGE
                        Huh? Yeah-yeah-yeah... soybeans. 
                        Yeah.
                                    SAM'S VOICE
                        Well, Dad's snapped up the idea. 
                        He's going to build a factory outside 
                        of Rochester. How do you like that?
              Mary is watching George interestedly. George is very conscious 
              of her, close to him.
                                    GEORGE
                        Rochester? Well, why Rochester?
                                    SAM'S VOICE
                        Well, why not? Can you think of 
                        anything better?
                                    GEORGE
                        Oh, I don't know... why not right 
                        here?  You remember that old tool 
                        and machinery works? You tell your 
                        father he can get that for a song. 
                        And all the labor he wants, too. 
                        Half the town was thrown out of work 
                        when they closed down.
                                    SAM'S VOICE
                        That so? Well, I'll tell him. Hey, 
                        that sounds great! Oh, baby, I knew 
                        you'd come through. Now, here's the 
                        point. Mary, Mary, you're in on this 
                        too. Now listen.  Have you got any 
                        money?
                                    GEORGE
                        Money? Yeah... well, a little.
                                    SAM'S VOICE
                        Well, now listen. I want you to put 
                        every cent you've got into our stock, 
                        you hear?  And George, I may have a 
                        job for you; that is, unless you're 
                        still married to that broken-down 
                        Building and Loan. This is the biggest 
                        thing since radio, and I'm letting 
                        you in on the ground floor. Oh, 
                        Mary...  Mary...
                                    MARY
                             (nervously)
                        I'm here.
                                    SAM'S VOICE
                        Would you tell that guy I'm giving 
                        him the chance of a lifetime, you 
                        hear? The chance of a lifetime.
              As Mary listens, she turns to look at George, her lips almost 
              on his lips.
                                    MARY
                             (whispering)
                        He says it's the chance of a lifetime.
              George can stand it no longer. He drops the phone with a 
              crash, grabs Mary by the shoulders and shakes her. Mary begins 
              to cry.
                                    GEORGE
                             (fiercely)
                        Now you listen to me! I don't want 
                        any plastics! I don't want any ground 
                        floors, and I don't want to get 
                        married � ever � to anyone! You 
                        understand that? I want to do what I 
                        want to do. And you're... and 
                        you're...
              He pulls her to him in a fierce embrace. Two meant for each 
              other find themselves in tearful ecstasy.
                                    GEORGE
                        Oh, Mary... Mary...
                                    MARY
                        George... George... George...
                                    GEORGE
                        Mary...
              CLOSE SHOT
              Mrs. Hatch is at the top of the stairs. She practically faints 
              at what she sees.
                                                                  WIPE TO:
              INT. FRONT HALL BAILEY HOME � DAY � SEVERAL MONTHS LATER
              CLOSEUP
              Cousin Tilly's face fills the screen as she cries:
                                    COUSIN TILLY
                        Here they come!
              CAMERA PULLS BACK, and we hear the SOUND of the Wedding March.  
              People are crowded into the rooms: family, friends, neighbors.  
              There is a din of conversation. Mary and George appear at 
              the top of the stairs in traveling clothes, with Mrs. Hatch, 
              red-eyed, behind them. Mary throws her bouquet, which is 
              caught by Violet Bick. As they come out onto the porch, we 
              see that it is raining.  Nevertheless, Cousin Eustace has 
              his camera equipment set up and is taking pictures of the 
              group. George and Mary dodge through the rain and a shower 
              of rice and get into Ernie's taxicab, which pulls away from 
              the curb.
              EXT. PORCH OF BAILEY HOUSE � DAY
              CLOSE SHOT
              Mrs. Bailey and Annie, the maid.
                                    MRS. BAILEY
                        First Harry, now George. Annie, we're 
                        just two old maids now.
                                    ANNIE
                        You speak for yourself, Mrs. B.
              INT. ERNIE'S CAB � DAY
              CLOSE SHOT � GEORGE, MARY AND ERNIE
              George and Mary are in each other's arms.
                                    ERNIE
                        If either of you two see a stranger 
                        around here, it's me.
                                    GEORGE
                        Hey, look! Somebody's driving this 
                        cab.
              Ernie reaches over and hands George a bottle of champagne 
              done up in gift wrappings.
                                    ERNIE
                        Bert, the cop, sent this over. He 
                        said to float away to Happy Land on 
                        the bubbles.
                                    GEORGE
                        Oh, look at this. Champagne!
                                    MARY
                        Good old Bert.
                                    ERNIE
                        By the way, where are you two going 
                        on this here now honeymoon?
                                    GEORGE
                        Where are we going?
                             (takes out a fat roll 
                             of bills)
                        Look at this. There's the kitty, 
                        Ernie.  Here, come on, count it, 
                        Mary.
                                    MARY
                        I feel like a bootlegger's wife.
                             (holding up the money)
                        Look!
                                    GEORGE
                        You know what we're going to do? 
                        We're going to shoot the works. A 
                        whole week in New York. A whole week 
                        in Bermuda. The highest hotels � the 
                        oldest champagne � the richest caviar 
                        � the hottest music, and the prettiest 
                        wife!
                                    ERNIE
                        That does it! Then what?
                                    GEORGE
                             (to Mary)
                        Then what, honey?
                                    MARY
                        After that, who cares?
                                    GEORGE
                        That does it � come here.
              The cab passes the bank, and Ernie sees a crowd of people 
              around the door. He stops the cab.
              LONG SHOT
              Scurrying people under umbrellas, swarming around the bank 
              doors.  Panic is in the air. Attendants are trying to close 
              down. Several people come running past the cab.
              INT. CAB
              CLOSE SHOT � GEORGE, MARY AND ERNIE
                                    ERNIE
                        Don't look now, but there's something 
                        funny going on over there at the 
                        bank, George, I've never really seen 
                        one, but that's got all the earmarks 
                        of a run.
                                    PASSERBY
                        Hey, Ernie, if you got any money in 
                        the bank, you better hurry.
                                    MARY
                        George, let's not stop. Let's go!
              George gets out of the cab and looks down the street.
                                    GEORGE
                        Just a minute, dear. Oh-oh...
                                    MARY
                        Please, let's not stop, George.
                                    GEORGE
                        I'll be back in a minute, Mary.
              George runs off up the street, toward the Building and Loan.
              EXT. BUILDING AND LOAN � DAY
              CLOSE SHOT � SIDEWALK
              An iron grill blocks the street entrance to the Building and 
              Loan.  It has been locked. A crowd of men and women are 
              waiting around the grill. They are simply-dressed people, to 
              whom their savings are a matter of life and death.  George 
              comes in with an assumed cheerful manner. The people look at 
              him silently, half shamefaced, but grimly determined on their 
              rights. In their hearts there is panic and fear.
                                    GEORGE
                        Hello, everybody. Mrs. Thompson, how 
                        are you? Charlie? What's the matter 
                        here, can't you get in?
              No one answers. He quickly unlocks the grill door and pushes 
              it open. Followed by the crowd, George runs upstairs and 
              into the outer offices of the Building and Loan.
              INT. OUTER OFFICE � BUILDING AND LOAN � DAY
              MEDIUM CLOSE SHOT
              George, followed by the still-silent people, comes in. Uncle 
              Billy is standing in the doorway to his private office, taking 
              a drink from a bottle. He motions to George to join him.
                                    GEORGE
                        What is this, Uncle Billy? A holiday?
                                    UNCLE BILLY
                        George...
              He points to George's office. George turns back cheerfully 
              to the crowd.
                                    GEORGE
                        Come on in, everybody. That's right, 
                        just come in.
              George vaults over the counter.
                                    GEORGE
                        Now look, why don't you all sit down.  
                        There are a lot of seats over there. 
                        Just make yourselves at home.
                                    UNCLE BILLY
                        George, can I see you a minute?
              The people ignore George and remain standing in front of the 
              teller's window. They all have their passbooks out. George 
              hurries into his office where Uncle Billy is waiting for 
              him.
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND UNCLE BILLY
                                    GEORGE
                        Why didn't you call me?
                                    UNCLE BILLY
                        I just did, but they said you left. 
                        This is a pickle, George, this is a 
                        pickle.
                                    GEORGE
                        All right now, what happened? How 
                        did it start?
                                    UNCLE BILLY
                        How does anything like this ever 
                        start?  All I know is the bank called 
                        our loan.
                                    GEORGE
                        When?
                                    UNCLE BILLY
                        About an hour ago. I had to hand 
                        over all our cash.
                                    GEORGE
                        All of it?
                                    UNCLE BILLY
                        Every cent of it, and it still was 
                        less than we owe.
                                    GEORGE
                        Holy mackerel!
                                    UNCLE BILLY
                        And then I got scared, George, and 
                        closed the doors. I... I... I...
                                    GEORGE
                        The whole town's gone crazy.
              The telephone rings. Uncle Billy picks it up.
                                    UNCLE BILLY
                        Yes, hello? George... it's Potter.
                                    GEORGE
                        Hello?
              INT. POTTER'S LIBRARY � DAY
              MEDIUM SHOT
              Potter seated behind his desk, his goon alongside him. 
              Standing in front of the desk is a distinguished-looking 
              man, obviously the president of the bank. He is mopping his 
              brow with his handkerchief.
                                    POTTER
                        George, there is a rumor around town 
                        that you've closed your doors. Is 
                        that true?  Oh, well, I'm very glad 
                        to hear that...  George, are you all 
                        right? Do you need any police?
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND UNCLE BILLY
                                    GEORGE
                             (on phone)
                        Police? What for?
              INT. POTTER'S OFFICE � DAY
              MEDIUM CLOSE SHOT � POTTER TALKING ON PHONE
                                    POTTER
                        Well, mobs get pretty ugly sometimes, 
                        you know. George, I'm going all out 
                        to help in this crisis. I've just 
                        guaranteed the bank sufficient funds 
                        to meet their needs.  They'll close 
                        up for a week, and then reopen.
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND UNCLE BILLY
                                    GEORGE
                             (to Uncle Billy)
                        He just took over the bank.
              INT. POTTER'S OFFICE � DAY
              CLOSE SHOT � POTTER ON PHONE
                                    POTTER
                        I may lose a fortune, but I'm willing 
                        to guarantee your people too. Just 
                        tell them to bring their shares over 
                        here and I will pay them fifty cents 
                        on the dollar.
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND UNCLE BILLY
                                    GEORGE
                             (furiously)
                        Aw, you never miss a trick, do you, 
                        Potter? Well, you're going to miss 
                        this one.
              George bangs the receiver down and turns to meet Uncle Billy's 
              anxious look.
              INT. POTTER'S OFFICE
              CLOSEUP � POTTER ON PHONE
                                    POTTER
                        If you close your doors before six 
                        P.M. you will never reopen.
              He realizes George has hung up, and clicks the phone 
              furiously.
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND UNCLE BILLY
                                    UNCLE BILLY
                        George, was it a nice wedding? Gosh, 
                        I wanted to be there.
                                    GEORGE
                        Yeah...
                             (looks at string on 
                             Uncle Billy's finger)
                        ...you can take this one off now.
              An ominous SOUND of angry voices comes from the other room. 
              George and Uncle Billy exit from George's office.
              INT. OUTER OFFICE � BUILDING AND LOAN � DAY
              MEDIUM CLOSE SHOT
              More people have crowded around the counter. Their muttering 
              stops and they stand silent and grim. There is panic in their 
              faces.
                                    GEORGE
                        Now, just remember that this thing 
                        isn't as black as it appears.
              As George speaks, sirens are heard passing in the street 
              below.  The crowd turn to the windows, then back to George.
                                    GEORGE
                        I have some news for you, folks. 
                        I've just talked to old man Potter, 
                        and he's guaranteed cash payments at 
                        the bank. The bank's going to reopen 
                        next week.
                                    ED
                        But, George, I got my money here.
                                    CHARLIE
                        Did he guarantee this place?
                                    GEORGE
                        Well, no, Charlie. I didn't even ask 
                        him.  We don't need Potter over here.
              Mary and Ernie have come into the room during this scene. 
              Mary stands watching silently.
                                    CHARLIE
                        I'll take mine now.
                                    GEORGE
                        No, but you... you... you're thinking 
                        of this place all wrong. As if I had 
                        the money back in a safe. The money's 
                        not here. Your money's in Joe's 
                        house...
                             (to one of the men)
                        ...right next to yours. And in the 
                        Kennedy house, and Mrs. Macklin's 
                        house, and a hundred others. Why, 
                        you're lending them the money to 
                        build, and then, they're going to 
                        pay it back to you as best they can. 
                        Now what are you going to do?  
                        Foreclose on them?
                                    TOM
                        I got two hundred and forty-two 
                        dollars in here, and two hundred and 
                        forty-two dollars isn't going to 
                        break anybody.
              MEDIUM CLOSE SHOT � ANOTHER ANGLE
                                    GEORGE
                             (handing him a slip)
                        Okay, Tom. All right. Here you are. 
                        You sign this. You'll get your money 
                        in sixty days.
                                    TOM
                        Sixty days?
                                    GEORGE
                        Well, now that's what you agreed to 
                        when you bought your shares.
              There is a commotion at the outer doors. A man (Randall) 
              comes in and makes his way up to Tom.
                                    RANDALL
                        Tom... Tom, did you get your money?
                                    TOM
                        No.
                                    RANDALL
                        Well, I did. Old man Potter'll pay 
                        fifty cents on the dollar for every 
                        share you got.
                             (shows bills)
                                    CROWD
                             (ad lib)
                        Fifty cents on the dollar!
                                    RANDALL
                        Yes, cash!
                                    TOM
                             (to George)
                        Well, what do you say?
                                    GEORGE
                        Now, Tom, you have to stick to your 
                        original agreement. Now give us sixty 
                        days on this.
                                    TOM
                             (turning to Randall)
                        Okay, Randall.
              He starts out.
                                    MRS. THOMPSON
                        Are you going to go to Potter's?
                                    TOM
                        Better to get half than nothing.
              A few other people start for the door.  CAMERA PANS WITH 
              George as he vaults over the counter quickly, speaking to 
              the people.
                                    GEORGE
                        Tom! Tom! Randall! Now wait... now 
                        listen... now listen to me. I beg of 
                        you not to do this thing. If Potter 
                        gets hold of this Building and Loan 
                        there'll never be another decent 
                        house built in this town. He's already 
                        got charge of the bank.  He's got 
                        the bus line. He's got the department 
                        stores. And now he's after us.  Why? 
                        Well, it's very simple. Because we're 
                        cutting in on his business, that's 
                        why.  And because he wants to keep 
                        you living in his slums and paying 
                        the kind of rent he decides.
              The people are still trying to get out, but some of them 
              have stood still, listening to him. George has begun to make 
              an impression on them.
                                    GEORGE
                        Joe, you lived in one of his houses, 
                        didn't you? Well, have you forgotten? 
                        Have you forgotten what he charged 
                        you for that broken-down shack?
                             (to Ed)
                        Here, Ed. You know, you remember 
                        last year when things weren't going 
                        so well, and you couldn't make your 
                        payments. You didn't lose your house, 
                        did you? Do you think Potter would 
                        have let you keep it?
                             (turns to address the 
                             room again)
                        Can't you understand what's happening 
                        here? Don't you see what's happening?  
                        Potter isn't selling. Potter's buying!  
                        And why? Because we're panicky and 
                        he's not.  That's why. He's picking 
                        up some bargains.  Now, we can get 
                        through this thing all right. We've 
                        got to stick together, though. We've 
                        got to have faith in each other.
                                    MRS. THOMPSON
                        But my husband hasn't worked in over 
                        a year, and I need money.
                                    WOMAN
                        How am I going to live until the 
                        bank opens?
                                    MAN
                        I got doctor bills to pay.
                                    MAN
                        I need cash.
                                    MAN
                        Can't feed my kids on faith.
              During this scene Mary has come up behind the counter. 
              Suddenly, as the people once more start moving toward the 
              door, she holds up a roll of bills and calls out
                                    MARY
                        How much do you need?
              George jumps over the counter and takes the money from Mary.
                                    GEORGE
                        Hey! I got two thousand dollars! 
                        Here's two thousand dollars. This'll 
                        tide us over until the bank reopen.
                             (to Tom)
                        All right, Tom, how much do you need?
                                    TOM
                             (doggedly)
                        Two hundred and forty-two dollars!
                                    GEORGE
                             (pleading)
                        Aw, Tom, just enough to tide you 
                        over till the bank reopens.
                                    TOM
                        I'll take two hundred and forty-two 
                        dollars.
              George starts rapidly to count out the money. Tom throws his 
              passbook on the counter.
                                    GEORGE
                        There you are.
                                    TOM
                        That'll close my account.
                                    GEORGE
                        Your account's still here. That's a 
                        loan.
              Mary turns and slips out through the crowd, followed by Ernie.  
              George hands the two hundred and forty-two dollars to Tom, 
              and speaks to Ed, the next in line.
                                    GEORGE
                        Okay. All right, Ed?
                                    ED
                        I got three hundred dollars here, 
                        George.
              Uncle Billy takes out his wallet and takes out all the cash 
              he's got.
                                    GEORGE
                        Aw, now, Ed... what'll it take till 
                        the bank reopens? What do you need?
                                    ED
                        Well, I suppose twenty dollars.
                                    GEORGE
                        Twenty dollars. Now you're talking. 
                        Fine.  Thanks, Ed.
                             (to Mrs. Thompson, 
                             next in line)
                        All right, now, Mrs. Thompson. How 
                        much do you want?
                                    MRS. THOMPSON
                        But it's your own money, George.
                                    GEORGE
                        Never mind about that. How much do 
                        you want?
                                    MRS. THOMPSON
                        I can get along with twenty, all 
                        right.
                                    GEORGE
                             (counting it out)
                        Twenty dollars.
                                    MRS. THOMPSON
                        And I'll sign a paper.
                                    GEORGE
                        You don't have to sign anything. I 
                        know you'll pay it back when you 
                        can. That's okay.
                             (to woman next in 
                             line)
                        All right, Mrs. Davis.
                                    MRS. DAVIS
                        Could I have seventeen-fifty?
                                    GEORGE
                        Seven...
                             (he kisses her)
                        Bless your heart, Of course you can 
                        have it. You got fifty cents?
                             (counting)
                        Seven...
                                                                  WIPE TO:
              INT. OUTER OFFICE BUILDING AND LOAN � NIGHT
              CLOSE SHOT
              George, Uncle Billy and Cousin Tilly are behind the counter, 
              watching the minute hand of a clock on the wall as George 
              counts off the seconds. Cousin Eustace is ready to close the 
              door.
                                    UNCLE BILLY
                             (excitedly)
                        We're going to make it, George. 
                        They'll never close us up today!
                                    GEORGE
                             (counting)
                        Six... five... four... three... two...  
                        one... Bingo!
              Cousin Eustace slams and locks the door, and scurries around 
              the counter to join the others.
                                    GEORGE
                        We made it! Look...
                             (holds up two bills)
                        ... look, we're still in business! 
                        We've still got two bucks left!
              Uncle Billy is taking a drink out of his bottle.
                                    GEORGE
                        Well, let's have some of that. Get 
                        some glasses, Cousin Tilly.
                             (to Uncle Billy)
                        We're a couple of financial wizards.
                                    UNCLE BILLY
                        Those Rockefellers!
                                    GEORGE
                        Get a tray for these great big 
                        important simoleons.
                                    UNCLE BILLY
                        We'll save them for seed. A toast!  
                        They raise their glasses.
                                    GEORGE
                        A toast! A toast to Papa Dollar and 
                        to Mama Dollar, and if you want the 
                        old Building and Loan to stay in 
                        business, you better have a family 
                        real quick.
                                    COUSIN TILLY
                        I wish they were rabbits.
                                    GEORGE
                        I wish they were too. Okay, let's 
                        put them in the safe and see what 
                        happens.
              The four of them parade through the office; George puts the 
              two dollars in the safe.
              CLOSE SHOT � GROUP AROUND THE SAFE DOOR
              As George comes out:
                                    COUSIN EUSTACE
                             (handing out cigars)
                        Wedding cigars!
                                    GEORGE
                             (startled)
                        Oh-oh... wedding! Holy mackerel, I'm 
                        married! Where's Mary? Mary...
                             (he runs around looking 
                             for her)
                        Poor Mary. Look, I've got a train to 
                        catch.
                             (looks at his watch)
                        Well, the train's gone. I wonder if 
                        Ernie's still here with his taxicab?
              George rushes into his office to look out the window.
                                    COUSIN TILLY
                             (on telephone)
                        George, there's a call for you.
                                    GEORGE
                        Look, will you get my wife on the 
                        phone?  She's probably over at her 
                        mother's.
                                    COUSIN TILLY
                        Mrs. Bailey is on the phone.
              INT. GEORGE'S OFFICE
              MEDIUM CLOSEUP � GEORGE IS THOROUGHLY RATTLED
                                    GEORGE
                        I don't want Mrs. Bailey. I want my 
                        wife.  Mrs. Bailey! Oh, that's my 
                        wife! Here, I'll take it in here.
                             (picks up phone)
                        Mary? Hello. Listen, dear, I'm 
                        sorry...  What? Come home? What home? 
                        Three-twenty Sycamore? Well, what... 
                        whose home is that? The Waldorf Hotel, 
                        huh?
                                                                  WIPE TO:
              EXT. OLD GRANVILLE HOUSE � NIGHT
              MEDIUM LONG SHOT
              An old-fashioned, run-down house, unpainted and warped by 
              the weather. It once had class but has not been lived in for 
              years.  This is the house that George and Mary will live in 
              from now on.  The rain is pouring down. A faint glow of light 
              shines out from bottom windows. George hurries into scene. 
              He stops to make sure it is the right number before going up 
              the steps.
              EXT. SIDE OF HOUSE � NIGHT
              CLOSE SHOT
              Bert and man working in rain, sorting through travel posters.
                                    MAN
                        Hey, this is the company's posters, 
                        and the company won't like this.
                                    BERT
                        How would you like to get a ticket 
                        next week? Haven't you any romance 
                        in you?
                                    MAN
                        Sure I have, but I got rid of it.
                                    BERT
                             (reading poster)
                        Liver pills! Who wants to see liver 
                        pills on their honeymoon? What? They 
                        want romantic places, beautiful 
                        places...  places George wants to 
                        go.
              A sharp whistle is heard.
              CLOSE SHOT � WINDOW OF HOUSE
              Ernie is leaning from the window.
                                    ERNIE
                        Hey, Bert, here he comes.
              CLOSE SHOT � BERT AND MAN
                                    BERT
                        Come on, we got to get this up. He's 
                        coming.
                                    MAN
                        Who?
                                    BERT
                        The groom, idiot. Come on, get that 
                        ladder.
                                    MAN
                             (disgustedly)
                        What are they � ducks?
              CLOSE SHOT � SIDE PORCH OF HOUSE
              Bert and the man are putting up travel posters to cover up 
              the broken windows.
                                    BERT
                        Get that ladder up here.
                                    MAN
                        All right � all right.
                                    BERT
                        Hurry up... hurry up... hurry up.
                                    MAN
                        I'm hurrying.
              MEDIUM CLOSE SHOT
              George is approaching the front door of the house, on which 
              a sign is hanging: "Bridal Suite." Ernie looks out through 
              the curtain covering the broken glass of the front door.
                                    ERNIE
                        Hiya... Good evening, sir.
              Ernie opens the door, revealing himself as a homemade butler. 
              This has been accomplished by rolling up his pants and putting 
              on an old coachman's hat. George enters.
                                    ERNIE
                        Entray, monsieur, entray.
              INT. GRANVILLE HOUSE � NIGHT
              CLOSE SHOT � GEORGE ENTERS
              The house is carpetless, empty � the rain and wind cause 
              funny noises upstairs. A huge fire is burning in the 
              fireplace. Near the fireplace a collection of packing boxes 
              are heaped together in the shape of a small table and covered 
              with a checkered oil cloth. It is set for two. A bucket with 
              ice and a champagne bottle sit on the table as well as a 
              bowl of caviar. Two small chickens are impaled on a spit 
              over the fire. A phonograph is playing on a box, and a string 
              from the phonograph is turning the chickens on the spit. The 
              phonograph is playing "Song of the Islands." Mary is standing 
              near the fireplace looking as pretty as any bride ever looked. 
              She is smiling at George, who has been slowly taking in the 
              whole set-up. Through a door he sees the end of a cheap bed, 
              over the back of which is a pair of pajamas and a nightie. 
              Ernie exits and closes the door.
                                    MARY
                             (tears in her eyes)
                        Welcome home, Mr. Bailey.
                                    GEORGE
                             (overcome)
                        Well, I'll be... Mary, Mary, where 
                        did you...
              They rush into each other's arms and hold each other in 
              ecstasy.
              EXT. SIDE OF HOUSE � NIGHT
              CLOSE SHOT
              Bert and Ernie, standing in the pouring rain, start singing 
              "I Love You Truly."
              INT. HOUSE � NIGHT
              CLOSE SHOT � GEORGE AND MARY
              They remain embraced.
                                    GEORGE
                        Oh, Mary...
                                    MARY
                        Remember the night we broke the 
                        windows in this old house? This is 
                        what I wished for.
                                    GEORGE
                        Darling, you're wonderful.
              EXT. SIDE OF HOUSE � NIGHT
              CLOSE SHOT � BERT AND ERNIE
              They finish their song, and Ernie kisses Bert on the forehead.  
              Bert slams Ernie's hat on his head.
                                                                  FADE OUT
              FADE IN:
              EXT. SLUM STREET BEDFORD FALLS � DAY � TWO YEARS LATER
              MEDIUM CLOSE SHOT
              In front of one of the miserable shacks that line the street 
              are two vehicles. One of them is George Bailey's rickety 
              car, and the other is an even more rickety truck piled high 
              with household goods. The Martini family is moving. The family 
              consists of Martini, his wife and four kid of various ages, 
              from two to ten.  George and Mary are helping the Martinis 
              move. About a dozen neighbors crowd around. Martini and 
              George, assisted by three of the Martini children, are 
              carrying out the last of the furniture.  As they emerge from 
              the house, one of the neighbors, Schultz, calls out:
                                    SCHULTZ
                        Martini, you rented a new house?
                                    MARTINI
                        Rent?
                             (to George)
                        You hear what he say, Mr. Bailey?
                                    GEORGE
                        What's that?
                                    MARTINI
                        I own the house. Me, Giuseppe Martini. 
                        I own my own house. No more we live 
                        like pigs in thisa Potter's Field. 
                        Hurry, Maria.
                                    MARIA
                        Yes...
                                    GEORGE
                        Come on...
                             (to Mary)
                        Bring the baby.
                             (to Martini)
                        I'll bring the kids in the car.
                                    MARTINI
                        Oh, thank you, Mr. Bailey.
              Mary gets in the front seat of the car, with the baby in her 
              arms.
                                    GEORGE
                        All right, kids � here � get in here. 
                        Now get right up on the seat there.  
                        Get the...  get the goat!
              The family goat gets in the back seat with the three kids.
                                    MARTINI
                        Goodbye, everybody!
                                    GEORGE
                        All in...
              The rickety caravan starts off down the street, to the cheers 
              of the neighbors.
                                                                  WIPE TO:
              EXT. BAILEY PARK � DAY
              CLOSE SHOT
              Sign hanging from a tree "Welcome to Bailey Park." CAMERA 
              PANS TO follow George's car and the old truck laden with 
              furniture as they pass � we hear Martini's voice singing "O 
              Sole Mio." Bailey Park is a district of new small houses, 
              not all alike, but each individual. New lawns here and there, 
              and young trees. It has the promise when built up of being a 
              pleasant little middle class section.
                                                                  WIPE TO:
              EXT. MARTINI'S NEW HOUSE � DAY
              MEDIUM CLOSE SHOT
              George and Mary are on the porch of the new house, with the 
              Martinis lined up before them.
                                    GEORGE
                        Mr. and Mrs. Martini, welcome home.  
                        The Martinis cross themselves.
              EXT. STREET � BAILEY PARK � DAY
              CLOSE SHOT
              Sam Wainwright is standing in front of his big black town 
              car. Sam is the epitome of successful, up-and-coming 
              businessman. His wife, in the car, is a very attractive, 
              sophisticated-looking lady, dripping with furs and jewels. 
              Sam is watching George across the street.
                                    SAM
                        That old George... he's always making 
                        a speech.
                             (to George)
                        Hee-haw!
                             (wiggles his hands)
              EXT. NEW HOUSE � DAY
              CLOSE SHOT � MARY AND GEORGE ON PORCH
                                    GEORGE
                             (to Mary)
                        Sam Wainwright!
                                    MARY
                        Oh, who cares.
                             (to Mrs. Martini, 
                             giving her loaf of 
                             bread)
                        Bread! That this house may never 
                        know hunger.
              Mrs. Martini crosses herself.
                                    MARY
                             (giving her salt)
                        Salt! That life may always have 
                        flavor.
                                    GEORGE
                             (handing bottle to 
                             Martini)
                        And wine!  That joy and prosperity 
                        may reign forever. Enter the Martini 
                        castle!
              The Martinis cross themselves, shaking hands all around. The 
              kids enter, with screams of delight. Mrs. Martini kisses 
              Mary.
              INT. POTTER'S OFFICE IN BANK � DAY
              CLOSE SHOT
              Potter seated in his wheelchair at his desk, with his goon 
              beside him.  His rent collector, Reineman, is talking, 
              pointing to maps spread out on the desk.
                                    REINEMAN
                        Look, Mr. Potter, it's no skin off 
                        my nose. I'm just your little rent 
                        collector.  But you can't laugh off 
                        this Bailey Park any more. Look at 
                        it.
              A buzzer is heard, and Potter snaps on the dictaphone on his 
              desk.
                                    SECRETARY'S VOICE
                        Congressman Blatz is here to see 
                        you.
                                    POTTER
                             (to dictaphone)
                        Oh, tell the congressman to wait.
                             (to Reineman)
                        Go on.
                                    REINEMAN
                        Fifteen years ago, a half-dozen houses 
                        stuck here and there.
                             (indicating map)
                        There's the old cemetery, squirrels, 
                        buttercups, daisies. Used to hunt 
                        rabbits there myself. Look at it 
                        today. Dozens of the prettiest little 
                        homes you ever saw.  Ninety per cent 
                        owned by suckers who used to pay 
                        rent to you. Your Potter's Field, my 
                        dear Mr. Employer, is becoming just 
                        that. And are the local yokels making 
                        with those David and Goliath 
                        wisecracks!
                                    POTTER
                        Oh, they are, are they? Even though 
                        they know the Baileys haven't made a 
                        dime out of it.
                                    REINEMAN
                        You know very well why. The Baileys 
                        were all chumps. Every one of these 
                        homes is worth twice what it cost 
                        the Building and Loan to build. If I 
                        were you, Mr. Potter...
                                    POTTER
                             (interrupting)
                        Well, you are not me.
                                    REINEMAN
                             (as he leaves)
                        As I say, it's no skin off my nose. 
                        But one of these days this bright 
                        young man is going to be asking George 
                        Bailey for a job.
              Reineman exits.
                                    POTTER
                        The Bailey family has been a boil on 
                        my neck long enough.
              He flips the switch on the dictaphone.
                                    SECRETARY'S VOICE
                        Yes, sir?
                                    POTTER
                        Come in here.
              EXT. STREET IN BAILEY PARK � DAY
              CLOSE SHOT
              George and Mary are talking to Sam Wainwright in front of 
              the latter's car. Hs wife, Jane, is now out of the car.
                                    SAM
                        We just stopped in town to take a 
                        look at the new factory, and then 
                        we're going to drive on down to 
                        Florida.
                                    GEORGE
                        Oh...
                                    JANE
                        Why don't you have your friends join 
                        us?
                                    SAM
                        Why, sure. Hey, why don't you kids 
                        drive down with us, huh?
                                    GEORGE
                        Oh, I'm afraid I couldn't get away, 
                        Sam.
                                    SAM
                        Still got the nose to the old 
                        grindstone, eh? Jane, I offered to 
                        let George in on the ground floor in 
                        plastics, and he turned me down cold.
                                    GEORGE
                        Oh, now, don't rub it in.
                                    SAM
                        I'm not rubbing it in. Well, I guess 
                        we better run along.
              There is handshaking all around as Sam and Jane get into 
              their car.
                                    JANE
                        Awfully glad to have met you, Mary.
                                    MARY
                        Nice meeting you.
                                    GEORGE
                        Goodbye.
                                    JANE
                        Goodbye, George.
                                    SAM
                        So long, George. See you in the funny 
                        papers.
                                    GEORGE
                        Goodbye, Sam.
                                    MARY
                        Have fun.
                                    GEORGE
                        Thanks for dropping around.
                                    SAM
                             (to chauffeur)
                        To Florida!
                             (to George)
                        Hee-haw!
                                    GEORGE
                        Hee-haw.
              The big black limousine glides away, leaving George standing 
              with his arm around Mary, gazing broodingly after it. They 
              slowly walk over to George's old car and look at it silently.
                                                                  WIPE TO:
              INT. POTTER'S OFFICE � DAY
              CLOSE SHOT
              Potter is lighting a big cigar which he has just given George. 
              The goon is beside Potter's chair, as usual.
                                    GEORGE
                        Thank you, sir. Quite a cigar, Mr. 
                        Potter.
                                    POTTER
                        You like it? I'll send you a box.
                                    GEORGE
                             (nervously)
                        Well, I... I suppose I'll find out 
                        sooner or later, but just what exactly 
                        did you want to see me about?
                                    POTTER
                             (laughs)
                        George, now that's just what I like 
                        so much about you.
                             (pleasantly and 
                             smoothly)
                        George, I'm an old man, and most 
                        people hate me. But I don't like 
                        them either, so that makes it all 
                        even. You know just as well as I do 
                        that I run practically everything in 
                        this town but the Bailey Building 
                        and Loan. You know, also, that for a 
                        number of years I've been trying to 
                        get control of it... or kill it. But 
                        I haven't been able to do it. You 
                        have been stopping me. In fact, you 
                        have beaten me, George, and as anyone 
                        in this county can tell you, that 
                        takes some doing. Take during the 
                        depression, for instance. You and I 
                        were the only ones that kept our 
                        heads. You saved the Building and 
                        Loan, and I saved all the rest.
                                    GEORGE
                        Yes. Well, most people say you stole 
                        all the rest.
                                    POTTER
                        The envious ones say that, George, 
                        the suckers. Now, I have stated my 
                        side very frankly. Now, let's look 
                        at your side.  Young man, twenty-
                        seven, twenty-eight...  married, 
                        making, say... forty a week.
                                    GEORGE
                             (indignantly)
                        Forty-five!
                                    POTTER
                        Forty-five. Forty-five. Out of which, 
                        after supporting your mother, and 
                        paying your bills, you're able to 
                        keep, say, ten, if you skimp. A child 
                        or two comes along, and you won't 
                        even be able to save the ten. Now, 
                        if this young man of twenty-eight 
                        was a common, ordinary yokel, I'd 
                        say he was doing fine. But George 
                        Bailey is not a common, ordinary 
                        yokel. He's an intelligent, smart, 
                        ambitious young man � who hates his 
                        job � who hates the Building and 
                        Loan almost as much as I do. A young 
                        man who's been dying to get out on 
                        his own ever since he was born. A 
                        young man... the smartest one of the 
                        crowd, mind you, a young man who has 
                        to sit by and watch his friends go 
                        places, because he's trapped.  Yes, 
                        sir, trapped into frittering his 
                        life away playing nursemaid to a lot 
                        of garlic-eaters.  Do I paint a 
                        correct picture, or do I exaggerate?
                                    GEORGE
                             (mystified)
                        Now what's your point, Mr. Potter?
                                    POTTER
                        My point? My point is, I want to 
                        hire you.
                                    GEORGE
                             (dumbfounded)
                        Hire me?
                                    POTTER
                        I want you to manage my affairs, run 
                        my properties. George, I'll start 
                        you out at twenty thousand dollars a 
                        year.
              George drops his cigar on his lap. He nervously brushes off 
              the sparks from his clothes.
                                    GEORGE
                             (flabbergasted)
                        Twenty thou... twenty thousand dollars 
                        a year?
                                    POTTER
                        You wouldn't mind living in the nicest 
                        house in town, buying your wife a 
                        lot of fine clothes, a couple of 
                        business trips to New York a year, 
                        maybe once in a while Europe. You 
                        wouldn't mind that, would you, George?
                                    GEORGE
                        Would I?
                             (looking around 
                             skeptically)
                        You're not talking to somebody else 
                        around here, are you? You know, this 
                        is me, you remember me? George Bailey.
                                    POTTER
                        Oh, yes, George Bailey. Whose ship 
                        has just come in � providing he has 
                        brains enough to climb aboard.
                                    GEORGE
                        Well, what about the Building and 
                        Loan?
                                    POTTER
                        Oh, confound it, man, are you afraid 
                        of success? I'm offering you a three 
                        year contract at twenty thousand 
                        dollars a year, starting today. Is 
                        it a deal or isn't it?
                                    GEORGE
                        Well, Mr. Potter, I... I... I know I 
                        ought to jump at the chance, but 
                        I... I just...  I wonder if it would 
                        be possible for you to give me twenty-
                        four hours to think it over?
                                    POTTER
                        Sure, sure, sure. You go on home and 
                        talk about it to your wife.
                                    GEORGE
                        I'd like to do that.
                                    POTTER
                        In the meantime, I'll draw up the 
                        papers.
                                    GEORGE
                        All right, sir.
                                    POTTER
                             (offers hand)
                        Okay, George?
                                    GEORGE
                             (taking his hand)
                        Okay, Mr. Potter.
              As they shake hands, George feels a physical revulsion. 
              Potter's hand feels like a cold mackerel to him. In that 
              moment of physical contact he knows he could never be 
              associated with this man.  George drops his hand with a 
              shudder. He peers intently into Potter's face.
                                    GEORGE
                             (vehemently)
                        No... no... no... no, now wait a 
                        minute, here!  I don't have to talk 
                        to anybody!  I know right now, and 
                        the answer is no! NO!  Doggone it!
                             (getting madder all 
                             the time)
                        You sit around here and you spin 
                        your little webs and you think the 
                        whole world revolves around you and 
                        your money. Well, it doesn't, Mr. 
                        Potter!  In the... in the whole vast 
                        configuration of things, I'd say you 
                        were nothing but a scurvy little 
                        spider. You...
              He turns and shouts at the goon, impassive as ever beside 
              Potter's wheelchair.
                                    GEORGE
                        ...And that goes for you too!
              As George opens the office door to exit, he shouts at Mr. 
              Potter's secretary in the outer office
                                    GEORGE
                        And it goes for you too!
                                                                  WIPE TO:
              INT. BEDROOM � GEORGE AND MARY'S HOUSE � NIGHT
              CLOSE SHOT � GEORGE ENTERS THE BEDROOM
              The room is modestly furnished with just a cheap bed, a chair 
              or two, and a dresser. Mary is asleep in the bed. As George 
              comes in, his head is filled with many confusing thoughts, 
              relating to incidents in his past life.
                                    POTTER'S VOICE
                        You wouldn't mind living in the nicest 
                        house in town. Buying your wife a 
                        lot of fine clothes, going to New 
                        York on a business trip a couple of 
                        times a year.  Maybe to Europe once 
                        in a while.
              George takes off his hat and coat, moves over to the dresser 
              and stares at his reflection in the mirror.
                                    GEORGE'S VOICE
                        I know what I'm going to do tomorrow 
                        and the next day and next year and 
                        the year after that. I'm shaking the 
                        dust of this crummy little town off 
                        my feet, and I'm going to see the 
                        world... And I'm going to build 
                        things. I'm going to build air fields.  
                        I'm going to build skyscrapers a 
                        hundred stories high. I'm going to 
                        build a bridge a mile long.
              While the above thoughts are passing through George's head, 
              his attention is caught by a picture on the wall near the 
              dresser:
              INSERT: PICTURE ON THE WALL
              It is the sketch of George lassoing the moon that we first 
              saw in Mary's living room. The lettering reads: "George Lassos 
              The Moon."
                                    GEORGE'S VOICE
                        What is it you want, Mary? You want 
                        the moon? If you do, just say the 
                        word; I'll throw a lasso around it 
                        and pull it down for you.
              Mary is now awake, and starts singing their theme song:
                                    MARY
                             (singing)
                        Buffalo Gals, won't you come out 
                        tonight, won't you come out tonight, 
                        won't you come out tonight.
              George crosses over and sits on the edge of the bed.
                                    GEORGE
                        Hi.
                                    MARY
                        Hi.
                                    GEORGE
                        Mary Hatch, why in the world did you 
                        ever marry a guy like me?
                                    MARY
                        To keep from being an old maid.
                                    GEORGE
                        You could have married Sam Wainwright 
                        or anybody else in town.
                                    MARY
                        I didn't want to marry anybody else 
                        in town. I want my baby to look like 
                        you.
                                    GEORGE
                        You didn't even have a honeymoon. I 
                        promised you...
                             (does a double take)
                        ...Your what?
                                    MARY
                        My baby.
                                    GEORGE
                             (incredulously)
                        You mean... Mary, you on the nest?
                                    MARY
                        George Bailey lassos stork.
                                    GEORGE
                        Lassos the stork! You mean you... 
                        What is it, a boy or a girl?
              Mary nods her head happily.
                                                                  FADE OUT
              FADE IN:
              MONTAGE SEQUENCE
              Over the following SERIES OF SHOTS we hear the voices of 
              Joseph and Clarence in Heaven.
              EXT. MAIN STREET BEDFORD FALLS � NIGHT
              MEDIUM SHOT
              George is crossing the street, heading for the offices of 
              the Building and Loan.
                                    JOSEPH'S VOICE
                        Now, you've probably already guessed 
                        that George never leaves Bedford 
                        Falls.
                                    CLARENCE'S VOICE
                        No!
              INT. HOSPITAL � DAY
              CLOSE SHOT � NURSE HOLDING NEWBORN BABY
                                    JOSEPH'S VOICE
                        Mary had her baby, a boy.
              INT. SITTING ROOM � DAY
              CLOSE SHOT
              Mary sitting on the floor playing with a baby. A little boy 
              is in a playpen nearby.
                                    JOSEPH'S VOICE
                        Then she had another one � a girl.
              INT. GRANVILLE HOUSE � DAY
              CLOSE SHOTS
              Mary is busy hanging wallpaper and painting the old place.
                                    JOSEPH'S VOICE
                        Day after day she worked away remaking 
                        the old Granville house into a home.
              INT. GRANVILLE HOUSE � NIGHT
              CLOSE SHOT
              George has just come into the hall. He is obviously tired 
              and discouraged as he starts up the stairs. The knob on the 
              banister comes off in his hand.
                                    JOSEPH'S VOICE
                        Night after night George came back 
                        late from the office. Potter was 
                        bearing down hard.
                                                                  WIPE TO:
              EXT. RECRUITING GROUNDS � DAY
              MEDIUM LONG SHOT
              A group of men, obviously just drafted, marching along in a 
              camp.
                                    JOSEPH'S VOICE
                        Then came a war.
              INT. RED CROSS WORKROOM � DAY
              CLOSE SHOT
              Mrs. Bailey and other women in Red Cross uniforms busily 
              sewing, etc.
                                    JOSEPH'S VOICE
                        Ma Bailey and Mrs. Hatch joined the 
                        Red Cross and sewed.
              EXT. TRAIN IN RAILROAD STATION � DAY
              CLOSE SHOT
              Mary, with portable U.S.O. pushcart, is serving coffee and 
              doughnuts to men leaning from the train.
                                    JOSEPH'S VOICE
                        Mary had two more babies, but still 
                        found time to run the U.S.O.
              INT. FACTORY � DAY
              CLOSE SHOT
              Sam Wainwright showing set of blueprints to two Army officers.
                                    JOSEPH'S VOICE
                        Sam Wainwright made a fortune in 
                        plastic hoods for planes.
              INT. FACTORY � DAY
              CLOSE SHOT
              Potter is wheeled in toward a long table around which several 
              men are seated.
                                    JOSEPH'S VOICE
                        Potter became head of the draft board.
                                    POTTER
                             (reading from papers)
                        One-A... One-A... One-A...
              EXT. STREET IN BEDFORD FALLS � DAY
              MEDIUM CLOSE SHOT
              Gower and Uncle Billy are conducting a bond rally from the 
              top of an Army tank.
                                    JOSEPH'S VOICE
                        Gower and Uncle Billy sold war bonds.
              EXT. BATTLEFIELD � NIGHT
              MEDIUM CLOSEUP
              Bert, in uniform, moving cautiously with fixed bayonet. Smoke 
              and flashes of gunfire in background.
                                    JOSEPH'S VOICE
                        Bert the cop was wounded in North 
                        Africa.  Got the Silver Star.
              EXT. SKY � DAY
              LONG SHOT
              Hundreds of planes, flying overhead, with parachutes dropping 
              from them.
                                    JOSEPH'S VOICE
                        Ernie, the taxi driver, parachuted 
                        into France.
              EXT. REMAGEN BRIDGE OVER THE RHINE � DAY
              CLOSE SHOT
              Marty in the foreground, beckoning to soldiers to come on.
                                    JOSEPH'S VOICE
                        Marty helped capture the Remagen 
                        Bridge.
              INT. READY ROOM ON AIRCRAFT CARRIER � NIGHT
              CLOSE SHOT
              Harry is fastening the helmet of his flying clothes. He waves 
              as he exits through the door.
                                    JOSEPH'S VOICE
                        Harry... Harry Bailey topped them 
                        all. A Navy flier, he shot down 
                        fifteen planes.
              EXT. OCEAN FROM DECK OF CARRIER � NIGHT
              LONG SHOT
              A flaming plane crashes into the sea.
                                    JOSEPH'S VOICE
                        ...two of them as they were about to 
                        crash into a transport full of 
                        soldiers.
                                    CLARENCE'S VOICE
                        Yes, but George...
              INT. RATION OFFICE � DAY
              CLOSE SHOT
              George, behind the counter, is trying to quiet a crowd of 
              people all clamoring for more ration points.
                                    JOSEPH'S VOICE
                        George? Four-F on account of his 
                        ear, George fought the battle of 
                        Bedford Falls.
              George shouts.
                                    GEORGE
                        Hold on... hold on... hold on now. 
                        Don't you know there's a war on?
              EXT. STRET � NIGHT
              CLOSE SHOT
              George, in the uniform of an air raid warden, is patrolling 
              his beat.
                                    JOSEPH'S VOICE
                        Air raid Warden...
              EXT. HOUSE � NIGHT
              CLOSE SHOT
              Man beside lighted window pulls down the shade as George 
              blows his whistle.
              EXT. STREET � DAY
              CLOSE SHOT
              George is helping load his old car with scrap paper.
                                    JOSEPH'S VOICE
                        ...paper drives...
              EXT. DUMP � DAY
              CLOSE SHOT
              Wheelbarrow full of junk being dumped onto pile.
                                    JOSEPH'S VOICE
                        ...Scrap drives...
              EXT. STREET � DAY
              MEDIUM CLOSE SHOT � CHILDREN WHEELING OLD TIRES
                                    JOSEPH'S VOICE
                        ...Rubber drives...
              INT. CHURCH � DAY
              MEDIUM SHOT � PEOPLE PRAYING IN CHURCH
                                    JOSEPH'S VOICE
                        Like everybody else, on V-E Day he 
                        wept and prayed.
              EXT. CHURCH � ANOTHER ANGLE
              MEDIUM CLOSE SHOT � PEOPLE ENTERING CHURCH
                                    JOSEPH'S VOICE
                        On V-J Day he wept and prayed again.
                                    FRANKLIN'S VOICE
                        Joseph, now show him what happened 
                        today.
                                    JOSEPH'S VOICE
                        Yes, sir.
              EXT. BEDFORD FALLS STREET � WINTER � DAY
              George is walking along the sidewalk reading a newspaper. It 
              is a raw, gusty day, and his overcoat and muffler flap in 
              the breeze.  Draped around one arm is a large Christmas 
              wreath. Under his other arm are several more copies of the 
              paper.
                                    JOSEPH'S VOICE
                        This morning, day before Christmas, 
                        about ten A.M. Bedford Falls time...
              George comes to where Ernie, the taxi driver, is standing on 
              the sidewalk.
                                    GEORGE
                             (holding out paper)
                        Hi, Ernie, look at that.
              INSERT: NEWSPAPER
              The front page of the paper, the Bedford Falls Sentinel. The 
              headline reads: "PRESIDENT DECORATES HARRY BAILEY � LOCAL 
              BOY WINS CONGRESSIONAL MEDAL OF HONOR". The subhead tells of 
              a plan for a giant jubilee and parade, to be followed by a 
              banquet, in honor of Commander Harry Bailey, U.S.N. on his 
              way home from Washington after receiving the Congressional 
              Medal of Honor. There's a large picture of President Truman 
              pinning the coveted medal on Harry's bosom, in the midst of 
              dignitaries; a picture of the transport which Harry saved. 
              Practically the whole front page is devoted to the story.
              CLOSE SHOT � GEORGE AND ERNIE
                                    ERNIE
                             (kidding)
                        Gonna snow again.
                                    GEORGE
                             (outraged)
                        What do you mean � it's gonna snow 
                        again?  Look at the headlines.
                                    ERNIE
                        I know � I know � I know. I think 
                        it's marvelous.
              Gower comes running across the street from his drugstore and 
              joins them.
                                    GEORGE
                             (reading)
                        Commander Harry Bailey. Mr. Gower, 
                        look at this � the second page.
                             (gives them papers)
                        Now look, this is for you. This is 
                        for you, this is for you.
                             (as he leaves)
                        See you again.
              EXT. STREET � DAY
              MEDIUM LONG SHOT
              Uncle Billy is walking along the street, humming happily to 
              himself. He sees some men decorating the Court House with 
              banners and bunting � there is a huge sign reading: "Welcome 
              Home Harry Bailey"
                                    UNCLE BILLY
                             (calls out)
                        Be sure you spell the name right.
              INT. OUTER OFFICE BUILDING AND LOAN � DAY
              FULL SHOT
              The offices are unchanged, still small-time and old-fashioned. 
              The same office force, albeit a few years older: Cousin Tilly 
              and Cousin Eustace. Seated on a chair is a middle-aged man 
              with a brief case. The outer door opens and George enters:
                                    GEORGE
                        Extra! Extra! Read all about it!
              Cousin Tilly and Cousin Eustace are talking on the phone.
                                    COUSIN EUSTACE
                        George! George! It's Harry now on 
                        long distance from Washington!
                                    GEORGE
                        Harry! What do you know about that?
                                    COUSIN EUSTACE
                        He reversed the charges. It's okay, 
                        isn't it?
                                    GEORGE
                        What do you mean it's okay?  For a 
                        hero?
                             (takes the phone)
                        Harry!  Oh, you old seven kinds of a 
                        son of a gun. Congratulations!  How's 
                        Mother standing it?... She did? What 
                        do you know...
                             (to Eustace)
                        Mother had lunch with the President's 
                        wife!
                                    COUSIN TILLY
                        Wait till Martha hears about this.
                                    COUSIN EUSTACE
                        What did they have to eat?
                                    GEORGE
                             (on phone)
                        What did they have to eat? Harry, 
                        you should see what they're cooking 
                        up in the town for you... Oh, are 
                        they?
                             (to Eustace)
                        The Navy's going to fly Mother home 
                        this afternoon.
                                    COUSIN EUSTACE
                        In a plane?
                                    GEORGE
                        What? Uncle Billy?
                             (to Eustace)
                        Has Uncle Billy come in yet?
                                    COUSIN TILLY
                        No, he stopped at the bank first.
                                    GEORGE
                             (on phone)
                        He's not here right now, Harry.
              Cousin Eustace has turned away from George and caught a 
              glimpse of the man waiting in the chair. This is Carter, the 
              bank examiner, come for his annual audit of the books of the 
              Building and Loan.
                                    GEORGE
                             (on phone)
                        But look...
                                    COUSIN EUSTACE
                             (interrupting)
                        George...
                                    GEORGE
                             (on phone)
                        ...now tell me about it.
                                    COUSIN EUSTACE
                             (interrupting)
                        ...George, that man's here again.
                                    GEORGE
                        What man?
                                    COUSIN EUSTACE
                             (nervously)
                        Bank... bank examiner.
                                    GEORGE
                        Oh...
                             (on phone)
                        Talk to Eustace a minute, will you. 
                        I'll be right back.
              He gives the phone to Eustace, puts down his wreath and goes 
              over to Carter.
              CLOSE SHOT � GEORGE AND CARTER
              They shake hands.
                                    GEORGE
                        Good morning, sir.
                                    CARTER
                        Carter � bank examiner.
                                    GEORGE
                        Mr. Carter, Merry Christmas.
                                    CARTER
                        Merry Christmas.
                                    GEORGE
                        We're all excited around here.
                             (shows him paper)
                        My brother just got the Congressional 
                        Medal of Honor. The President just 
                        decorated him.
                                    CARTER
                        Well, I guess they do those things. 
                        Well, I trust you had a good year.
                                    GEORGE
                        Good year? Well, between you and me, 
                        Mr. Carter, we're broke.
                                    CARTER
                        Yeah, very funny.
                                    GEORGE
                        Well...
                             (leading him into 
                             office)
                        ...now, come right in here, Mr. 
                        Carter.
                                    CARTER
                             (as they go)
                        Although I shouldn't wonder when you 
                        okay reverse charges on personal 
                        long distance calls.
                                    COUSIN TILLY
                        George, shall we hang up?
                                    GEORGE
                        No, no. He wants to talk to Uncle 
                        Billy.  You just hold on.
                                    CARTER
                             (in doorway)
                        Now, if you'll cooperate, I'd like 
                        to finish with you by tonight. I 
                        want to spend Christmas in Elmira 
                        with my family.
                                    GEORGE
                        I don't blame you at all, Mr. Carter, 
                        Just step right in here. We'll fix 
                        you up.
              INT. BANK � DAY
              CLOSE SHOT
              Uncle Billy is filling out a deposit slip at one of the desks.
                                    UNCLE BILLY
                             (writing)
                        December twenty-fourth...
              He takes a thick envelope from his inside pocket and thumbs 
              through the bills it contains. It is evidently a large sum 
              of money.
                                    UNCLE BILLY
                        Eight thousand...
              MEDIUM SHOT � DOOR TO STREET
              Potter is being wheeled in by his goon. Various bank officials 
              run over to greet him � he is reading a newspaper. Uncle 
              Billy has finished filling out his slip, and comes over to 
              taunt Potter, the envelope containing the money in his hand.
                                    UNCLE BILLY
                        Well, good morning, Mr. Potter. What's 
                        the news?
              He grabs the paper from Potter's hand.
                                    UNCLE BILLY(CONT'D)
                        Well, well, well, Harry Bailey wins 
                        Congressional Medal. That couldn't 
                        be one of the Bailey boys? You just 
                        can't keep those Baileys down, now, 
                        can you, Mr. Potter?
                                    POTTER
                        How does slacker George feel about 
                        that?
                                    UNCLE BILLY
                        Very jealous, very jealous. He only 
                        lost three buttons off his vest. Of 
                        course, slacker George would have 
                        gotten two of those medals if he had 
                        gone.
                                    POTTER
                        Bad ear.
                                    UNCLE BILLY
                        Yes.
              Uncle Billy folds Potter's paper over the envelope containing 
              his money, and flings his final taunt at the old man.
                                    UNCLE BILLY
                        After all, Potter, some people like 
                        George had to stay home. Not every 
                        heel was in Germany and Japan!
              In a cold rage, Potter grabs his paper and wheels off toward 
              his office. Uncle Billy smiles triumphantly and goes toward 
              deposit window with his deposit slip.
                                    CLOSE SHOT
                        Uncle Billy and bank teller at the 
                        window.
                                    UNCLE BILLY
                             (still chuckling)
                        Good morning, Horace.
              Uncle Billy hands the bank book over. The teller opens it, 
              starts to punch it with rubber stamps.
                                    TELLER
                        I guess you forgot something.
                                    UNCLE BILLY
                        Huh?
                                    TELLER
                        You forgot something.
                                    UNCLE BILLY
                        What?
                                    TELLER
                        Well, aren't you going to make a 
                        deposit?
                                    UNCLE BILLY
                        Sure, sure I am.
                                    TELLER
                        Well, then... it's usually customary 
                        to bring the money with you.
                                    UNCLE BILLY
                        Oh, shucks...
              Uncle Billy searches through every pocket he has.
                                    UNCLE BILLY
                             (looks bewildered)
                        I know I had...
              The teller, knowing the old man's vagaries, points to one of 
              the numerous string tied around his fingers.
                                    TELLER
                        How about that one there?
                                    UNCLE BILLY
                        Hmm? Well, I...
              INT. POTTER'S OFFICE � DAY
              CLOSE SHOT
              Potter is now behind his desk. He spreads the newspaper out 
              in front of him, muttering as he does so.
                                    POTTER
                        Bailey...
              He sees the envelope, looks inside at the money. Then, to 
              his goon, indicating the office door:
                                    POTTER
                        Take me back there. Hurry up.
                             (as they go)
                        Come on, look sharp.
              Potter opens the door just a little, and peers through into 
              the bank.
              INT. BANK � DAY
              CLOSE SHOT � DEPOSIT SLIP DESK
              Uncle Billy looks around for the money envelope. It is not 
              there.  He looks puzzled, thinks hard, then a look of concern 
              creeps into his eyes. He starts thumping his pockets, with 
              increasing panic, and looks in the waste paper basket on the 
              floor. He finally rushes through the door and out into the 
              street.
              INT. POTTER'S OFFICE � DAY
              CLOSE SHOT � POTTER WATCHING THROUGH THE DOOR
                                    POTTER
                             (to goon)
                        Take me back.
              The goon wheels him back to his desk. He is deep in thought, 
              with a crafty expression on his face.
              EXT. STREET � DAY
              MEDIUM CLOSE SHOT
              Uncle Billy running across the street in the direction of 
              the Building and Loan.
              INT. OUTER OFFICE � BUILDING AND LOAN � DAY
              CLOSE SHOT
              George coming from room where he has just left the bank 
              examiner.
                                    GEORGE
                        Just make yourself at home, Mr. 
                        Carter.  I'll get those books for 
                        you.
              He sees Violet Bick standing there.
                                    GEORGE
                        Oh, hello, Vi.
                                    VIOLET
                        George, can I see you for a second?
                                    GEORGE
                        Why, of course you can. Come on in 
                        the office here.
              He hears a noise, and sees Uncle Billy entering the office.
                                    GEORGE
                        Uncle Billy, talk to Harry. He's on 
                        the telephone.
              George and Violet enter his private office. Uncle Billy comes 
              hurrying in.
                                    COUSIN TILLY
                        Hurry, Uncle Billy, hurry. Long 
                        distance, Washington.
                                    COUSIN EUSTACE
                        Hey, here's Harry on the phone.
                                    COUSIN TILLY
                        Harry, your nephew, remember?
                                    COUSIN EUSTACE
                             (on phone)
                        Here he is.
              Uncle Billy picks up the phone and speaks distractedly, 
              without knowing what he is saying.
                                    UNCLE BILLY
                             (on phone)
                        Hello... hello... Yes, Harry � yes...  
                        everything... everything's fine.
              He hangs up agitatedly, muttering to himself as he goes into 
              his own office. Cousin Tilly and Cousin Eustace look after 
              him, dumbfounded.
                                    UNCLE BILLY
                        I should have my head examined. Eight 
                        thousand dollars. It's got to be 
                        somewhere.
              INT. GEORGE'S OFFICE � DAY
              CLOSE SHOT � GEORGE AND VIOLET
              George has just finished writing something, and is slipping 
              the paper into an envelope.
                                    GEORGE
                             (hands it to her)
                        Here you are.
                                    VIOLET
                             (bitterly)
                        Character? If I had any character, 
                        I'd...
                                    GEORGE
                        It takes a lot of character to leave 
                        your home town and start all over 
                        again.  He pulls some money from his 
                        pocket, and offers it to her.
                                    VIOLET
                        No, George, don't...
                                    GEORGE
                        Here, now, you're broke, aren't you?
                                    VIOLET
                        I know, but...
                                    GEORGE
                        What do you want to do, hock your 
                        furs, and that hat? Want to walk to 
                        New York?  You know, they charge for 
                        meals and rent up there just the 
                        same as they do in Bedford Falls.
                                    VIOLET
                             (taking money)
                        Yeah � sure...
                                    GEORGE
                        It's a loan. That's my business. 
                        Building and Loan. Besides, you'll 
                        get a job. Good luck to you.
              She looks at him, then says a strange thing.
                                    VIOLET
                        I'm glad I know you, George Bailey.
              She reaches up and kisses him on the cheek, leaving lipstick.  
              George opens the door for her.
              INT. OUTER OFFICE � DAY
              CLOSE SHOT
              As George and Violet come through the door, they are being 
              watched by Cousin Tilly, Cousin Eustace and the bank examiner, 
              who is still waiting to go to work on the books.
                                    GEORGE
                        Say hello to New York for me.
                                    VIOLET
                        Yeah � yeah... sure I will.
                                    GEORGE
                        Now, let's hear from you...
              Violet sees the lipstick on George's cheek, and dabs at it 
              with her handkerchief.
                                    GEORGE
                        What's the matter? Merry Christmas, 
                        Vi.
                                    VIOLET
                        Merry Christmas, George.
              She exits.
                                    MR. CARTER
                        Mr. Bailey...
                                    GEORGE
                        Oh, Mr. Carter, I'm sorry. I'll be 
                        right with you.
                             (to Cousin Tilly)
                        Uncle Billy in?
                                    COUSIN TILLY
                        Yeah, he's in his office.
              INT. DOORWAY TO UNCLE BILLY'S OFFICE � DAY
              CLOSE SHOT
              As George opens the door he sees Uncle Billy frantically 
              looking for the missing envelope. The office is in a mess, 
              drawers are opened, and papers scattered on the floor and on 
              the desk.
                                    GEORGE
                        Unc... What's going on? The bank 
                        examiner's here, and I...
                                    UNCLE BILLY
                             (in dismay)
                        He's here?
                                    GEORGE
                        Yeah, yeah. He wants the accounts 
                        payable...
              George stops short, suddenly aware of the tragic old eyes 
              looking up at him.
                                    GEORGE
                        What's the matter with you?
              Uncle Billy gestures nervously for George to come in. He 
              does so and closes the door.
              INT. OUTER OFFICE � DAY
              MEDIUM SHOT
              Cousin Tilly is at her switchboard, and Cousin Eustace 
              standing beside her. Carter is still waiting in the doorway 
              to his office.  Suddenly the door opens and George comes 
              striding out. He goes directly to the safe and starts 
              searching, but doesn't find the money. Then he goes to the 
              cash drawer in the counter, and looks through it.
                                    GEORGE
                        Eustace...
                                    EUSTACE
                        Yeah?
                                    GEORGE
                        Come here a minute.
              Cousin Eustace runs over to George.
                                    GEORGE
                        Did you see Uncle Billy with any 
                        cash last night?
                                    COUSIN EUSTACE
                        He had it on his desk counting it 
                        before he closed up.
              EXT. MAIN STREET BEDFORD FALLS � DAY
              MEDIUM SHOT
              Uncle Billy and George are retracing the former's steps 
              through the snow, looking everywhere for the missing money. 
              They pause for a moment on the sidewalk.
                                    GEORGE
                        Now look, did you buy anything?
                                    UNCLE BILLY
                        Nothing. Not even a stick of gum.
                                    GEORGE
                        All right. All right. Now we'll go 
                        over every step you took since you 
                        left the house.
                                    UNCLE BILLY
                        This way.
              They continue on down the street on their search.
              EXT. WINDOW OF POTTER'S OFFICE IN BANK � DAY
              CLOSE SHOT
              Potter is peering through the slats of the Venetian blind, 
              watching them as they go.
              EXT. MAIN STREET BEDFORD FALLS � DAY
              MOVING SHOT
              George and Uncle Billy continue their search.
                                                                  WIPE TO:
              INT. UNCLE BILLY'S LIVING ROOM
              CLOSE SHOT
              A shabby, old-fashioned, gas-lit room which has been turned 
              almost inside out and upside down in an effort to locate the 
              missing money. Drawers of an old secretary have been pulled 
              out and are on the floor. Every conceivable place which might 
              have been used by Uncle Billy to put the money has been 
              searched. George, his hair rumpled, is feverishly pursuing 
              the search. Uncle Billy is seated behind the desk, his head 
              on his hands.
                                    GEORGE
                        And did you put the envelope in your 
                        pocket?
                                    UNCLE BILLY
                        Yeah... yeah... maybe... maybe...
                                    GEORGE
                             (shouts)
                        Maybe � maybe! I don't want any maybe.  
                        Uncle Billy, we've got to find that 
                        money!
                                    UNCLE BILLY
                             (piteously)
                        I'm no good to you, George. I...
                                    GEORGE
                        Listen to me. Do you have any secret 
                        hiding place here in the house? 
                        Someplace you could have put it? 
                        Someplace to hide the money?
                                    UNCLE BILLY
                             (exhausted)
                        I've been over the whole house, even 
                        in rooms that have been locked ever 
                        since I lost Laura.
              Uncle Billy starts sobbing hysterically. George grabs him by 
              the lapels and shakes him.
                                    GEORGE
                             (harshly)
                        Listen to me! Listen to me! Think! 
                        Think!
                                    UNCLE BILLY
                             (sobbing)
                        I can't think any more, George. I 
                        can't think any more. It hurts...
              George jerks him to his feet and shakes him. Uncle Billy 
              stands before him like a frisked criminal, all his pockets 
              hanging out, empty. George's eyes and manner are almost 
              maniacal.
                                    GEORGE
                             (screaming at him)
                        Where's that money, you stupid, silly 
                        old fool? Where's the money?  Do you 
                        realize what this means? It means 
                        bankruptcy and scandal, and prison!
              He throws Uncle Billy down into his chair, and still shouts 
              at him:
                                    GEORGE
                        That's what it means! One of us is 
                        going to jail! Well, it's not going 
                        to be me!
              George turns and heads for the door, kicking viciously at a 
              waste basket on the floor as he goes. Uncle Billy remains 
              sobbing at the table, his head in his arms.
                                                                  WIPE TO:
              INT. GEORGE'S LIVING ROOM � NIGHT
              CLOSE SHOT
              Janie (aged eight) is seated at the piano playing "Hark, the 
              Herald Angels Sing," which she practices during the remainder 
              of this scene. There is a Christmas tree all decorated near 
              the fireplace. At a large table Mary is busy putting 
              cellophane bows and decorations on gift packages. At a small 
              table Pete (aged nine) is seated with pad and pencil in the 
              throes of composition.  On the floor Tommy (aged three) is 
              playing with a toy vacuum cleaner. We hear the SOUND of a 
              door open and close. Mary turns and sees George enter the 
              hall, a slight powdering of snow on his head and shoulders.
              INT. HALL � NIGHT
              CLOSE SHOT
              As George comes into the house.
                                    MARY
                        Hello darling.
                                    CHILDREN
                        Hello Daddy, hello daddy.
                                    MARY
                             (indicating tree)
                        How do you like it?
              George sneezes violently.
                                    MARY AND CHILDREN
                        Bless you!
                                    MARY
                        Did you bring the wreath?
                                    PETE
                        Did you bring the Christmas wreath?
                                    GEORGE
                        What? What wreath?
                                    MARY
                        The Merry Christmas wreath for the 
                        window.
                                    GEORGE
                             (gruffly)
                        No. I left it at the office.
                                    MARY
                        Is it snowing?
                                    GEORGE
                        Yeah, just started.
                                    MARY
                        Where's your coat and hat?
                                    GEORGE
                        Left them at the office.
              Mary stares at him, aware that something unusual has happened.
                                    MARY
                        What's the matter?
                                    GEORGE
                             (bitterly)
                        Nothing's the matter. Everything's 
                        all right.
              INT. LIVING ROOM � NIGHT
              CLOSE SHOT
              George slumps into an armchair and lifts Tommy onto his lap. 
              Mary is helping Pete decorate the Christmas tree.
                                    MARY
                        Go on, Pete, you're a big boy.  You 
                        can put the star up. Way up at the 
                        top. That's it.  Fill in that little 
                        bare spot right there.  That's it.
                             (to George)
                        Isn't it wonderful about Harry?  
                        We're famous, George. I'll bet I had 
                        fifty calls today about the parade, 
                        the banquet. Your mother's so excited, 
                        she...
              During this scene, George has been sitting in the chair, 
              hugging Tommy to him, and crying quietly. Mary realizes that 
              something is seriously wrong, and breaks off. Janie is 
              thumping away at the piano.
                                    GEORGE
                        Must she keep playing that?
                                    JANIE
                             (hurt)
                        I have to practice for the party 
                        tonight, Daddy.
                                    PETE
                        Mommy says we can stay up till 
                        midnight and sing Christmas carols.
                                    TOMMY
                        Can you sing, Daddy?
                                    MARY
                             (to George)
                        Better hurry and shave. The families 
                        will be here soon.
                                    GEORGE
                             (rising from chair)
                        Families!  I don't want the families 
                        over here!
              Mary leads him out toward the kitchen.
                                    MARY
                        Come on out in the kitchen with me 
                        while I finish dinner.
              They exit with Tommy hanging onto George's coat-tails, and 
              pulling at him. CAMERA PANS WITH them.
                                    TOMMY
                        Excuse me... excuse me...
              INT. HALL � NIGHT
              CLOSE SHOT
              As they go toward kitchen.
                                    MARY
                        Have a hectic day?
                                    GEORGE
                             (bitterly)
                        Oh, yeah, another big red letter day 
                        for the Baileys.
                                    PETE
                        Daddy, the Browns next door have a 
                        new car. You should see it.
                                    GEORGE
                             (turns on him)
                        Well, what's the matter with our 
                        car?  Isn't it good enough for you?
                                    PETE
                        Yes, Daddy.
                                    TOMMY
                             (tugging at coat)
                        Excuse me, excuse me...
              INT. KITCHEN � NIGHT
              CLOSE SHOT
              They come through the door.
                                    GEORGE
                             (annoyed)
                        Excuse you for what?
                                    TOMMY
                        I burped!
                                    MARY
                        All right, darling, you're excused. 
                        Now go upstairs and see what little 
                        Zuzu wants.
              Tommy leaves, and Mary turns to the stove.
                                    GEORGE
                        Zuzu! What's the matter with Zuzu?
                                    MARY
                        Oh, she's got a cold. She's in bed. 
                        Caught it coming home from school.  
                        They gave her a flower for a prize 
                        and she didn't want to crush it so 
                        she didn't button up her coat.
                                    GEORGE
                        What is it, a sore throat or what?
                                    MARY
                        Just a cold. The doctor says it's 
                        nothing serious.
                                    GEORGE
                        The doctor? Was the doctor here?
                                    MARY
                        Yes, I called him right away. He 
                        says it's nothing to worry about.
                                    GEORGE
                        Is she running a temperature? What 
                        is it?
                                    MARY
                        Just a teensie one � ninety-nine, 
                        six.  She'll be all right.
              George paces about the kitchen, worried.
                                    GEORGE
                        Gosh, it's this old house. I don't 
                        know why we don't all have pneumonia. 
                        This drafty old barn! Might as well 
                        be living in a refrigerator. Why did 
                        we have to live here in the first 
                        place and stay around this measly, 
                        crummy old town?
                                    MARY
                             (worried)
                        George, what's wrong?
                                    GEORGE
                        Wrong? Everything's wrong! You call 
                        this a happy family? Why did we have 
                        to have all these kids?
                                    PETE
                             (coming in)
                        Dad, how do you spell "frankincense"?
                                    GEORGE
                             (shouts)
                        I don't know. Ask your mother.
              George goes toward doorway.
                                    MARY
                        Where're you going?
                                    GEORGE
                        Going up to see Zuzu.
              We hear his footsteps as he leaves. Mary looks after him, 
              puzzled and concerned, then comes over to Pete.
                                    PETE
                        He told me to write a play for 
                        tonight.
                                    MARY
                        F-R-A-N-K-I-N...
              INT. HALL � NIGHT
              MEDIUM CLOSE SHOT � GEORGE STARTS UP THE STAIRS
              The knob on the banister comes off in his hand, and for a 
              moment he has an impulse to hurl it into the living room. 
              Then, he replaces the knob, and goes on up the stairs.
              INT. ZUZU'S BEDROOM � NIGHT
              FULL SHOT
              The SOUND of Janie at the piano can be heard, the same 
              monotonous rhythm over and over. Zuzu (aged six) is sitting 
              up in her bed, the lamp burning beside her. She is holding 
              her prize flower.  George tiptoes in. Then, as he sees she's 
              awake, he comes over, sitting on the edge of her bed.
                                    ZUZU
                        Hi, Daddy.
                                    GEORGE
                        Well, what happened to you?
                                    ZUZU
                        I won a flower.
              She starts to get out of bed.
                                    GEORGE
                        Wait now. Where do you think you're 
                        going?
                                    ZUZU
                        Want to give my flower a drink.
                                    GEORGE
                        All right, all right. Here, give 
                        Daddy the flower. I'll give it a 
                        drink.
              She shakes her head and presses the flower to her. A few 
              petals fall off. She picks them up.
                                    ZUZU
                        Look, Daddy... paste it.
                                    GEORGE
                        Yeah, all right. Now, I'll paste 
                        this together.
              She hands him the fallen petals and the flower. He turns his 
              back to Zuzu, pretending to be tinkering with the flower. He 
              sticks the fallen petals in his watch pocket, rearranges the 
              flower, and then turns back to Zuzu.
                                    GEORGE
                        There it is, good as new.
                                    ZUZU
                        Give the flower a drink.
              George puts the flower in a glass of water on the table beside 
              her bed.
                                    GEORGE
                        Now, will you do something for me?
              CLOSEUP � GEORGE AND ZUZU
              They whisper.
                                    ZUZU
                        What?
                                    GEORGE
                        Will you try to get some sleep?
                                    ZUZU
                        I'm not sleepy. I want to look at my 
                        flower.
                                    GEORGE
                        I know � I know, but you just go to 
                        sleep, and then you can dream about 
                        it, and it'll be a whole garden.
                                    ZUZU
                        It will?
                                    GEORGE
                        Uh-huh.
              She closes her eyes and relaxes on the bed. George pulls the 
              covers over her. He bends down and his lips touch a tendril 
              of the child's hair. Then he gets up and tiptoes out of the 
              room.
              INT. LIVING ROOM � NIGHT
              CLOSE SHOT
              Janie is still pounding with grim determination at the piano. 
              Pete is seated at the table writing. Tommy is playing with 
              his toy vacuum cleaner. The telephone rings.
                                    JANIE AND PETE
                        Telephone.
              INT. LIVING ROOM � NIGHT
              CLOSE SHOT
              Mary comes in and picks up the phone.
                                    MARY
                        I'll get it.
                             (on phone)
                        Hello. Yes, this is Mrs. Bailey.
              George enters shot, and stands listening to her.
                                    MARY
                        Oh, thank you, Mrs. Welch. I'm sure 
                        she'll be all right. The doctor says 
                        that she ought to be out of bed in 
                        time to have her Christmas dinner.
                                    GEORGE
                        Is that Zuzu's teacher?
                                    MARY
                             (hand over receiver)
                        Yes.
                                    GEORGE
                        Let me speak to her.
              He snatches the phone from Mary.
                                    GEORGE
                             (on phone)
                        Hello. Hello, Mrs. Welch?  This is 
                        George Bailey. I'm Zuzu's father. 
                        Say, what kind of a teacher are you 
                        anyway?  What do you mean sending 
                        her home like that, halfnaked?  Do 
                        you realize she'll probably end up 
                        with pneumonia on account of you?
                                    MARY
                             (shocked)
                        George!
              She puts a restraining hand on his arm. He shakes it off. 
              She cannot know that George's tirade against Mrs. Welch is 
              really a tirade against the world, against life itself, 
              against God. Over the phone we hear Mrs. Welch's voice 
              sputtering with protest.
                                    GEORGE
                        Is this the sort of thing we pay 
                        taxes for � to have teachers like 
                        you? Silly, stupid, careless people 
                        who send our kids home without any 
                        clothes on? You know, maybe my kids 
                        aren't the best-dressed kids; maybe 
                        they don't have any decent clothes...
              Mary succeeds in wresting the phone from George's hand.
                                    GEORGE
                        Aw, that stupid...
              Mary speaks quickly in to the phone.
                                    MARY
                        Hello, Mrs. Welch. I want to 
                        apologize...  hello... hello...
                             (to George)
                        She's hung up.
                                    GEORGE
                             (savagely)
                        I'll hang her up!
              But the telephone is suddenly alive with a powerful male 
              voice calling:
                                    MR. WELCH'S VOICE
                        Now, who do you think you are?
              George hears this and grabs the receiver from Mary.
                                    GEORGE
                             (to Mary)
                        Wait a minute.
                             (on phone)
                        Hello? Who is this? Oh, Mr. Welch?  
                        Okay, that's fine, Mr. Welch. Gives 
                        me a chance to tell you what I really 
                        think of your wife.
              Mary once more tries to take the phone from him.
                                    MARY
                        George...
                                    GEORGE
                             (raving at her)
                        Will you get out and let me handle 
                        this?
                             (into phone � shouting)
                        Hello? Hello? What? Oh, you will, 
                        huh?  Okay, Mr. Welch, any time you 
                        think you're man enough... Hello? 
                        Any...
              But before he can think of an insult to top Welch's, we hear 
              a click on the phone.
                                    GEORGE
                        Oh...
              He hangs up the receiver, and turns toward the living room. 
              His face is flushed and wet.
                                    PETE
                        Daddy, how do you spell "Hallelujah"?
                                    GEORGE
                             (shouts)
                        How should I know? What do you think 
                        I am, a dictionary?
              He yells at Tommy, noisily playing with his vacuum cleaner.
                                    GEORGE
                        Tommy, stop that! Stop it!
              Janie is still practicing at the piano, monotonously.
                                    GEORGE
                             (savagely)
                        Janie, haven't you learned that silly 
                        tune yet? You've played it over and 
                        over again.  Now stop it! Stop it!
              INT. LIVING ROOM � NIGHT
              CLOSE SHOT
              The room has suddenly become ominously quiet, the only SOUND 
              being George's labored breathing. George goes over to a corner 
              of the room where his workshop is set up � a drawing table, 
              several models of modern buildings, bridges, etc. Savagely 
              he kicks over the models, picks up some books and hurls them 
              into the corner.  Mary and the children watch, horrified. 
              George looks around and sees them staring at him as if he 
              were some unknown wild animal.  The three children are crying.
                                    GEORGE
                             (gasping for breath)
                        I'm sorry, Mary, Janie. I'm sorry. I 
                        didn't mean... you go on and practice.  
                        Pete, I owe you an apology, too. I'm 
                        sorry. What do you want to know?
                                    PETE
                             (holding back his 
                             tears)
                        Nothing, Daddy.
              Mary and the children stare at him, stunned by his furious 
              outburst. There is silence in the room.
                                    GEORGE
                        What's the matter with everybody? 
                        Janie, go on. I told you to practice.
                             (shouts)
                        Now, go on, play!
              Janie breaks into sobs.
                                    JANIE
                        Oh, Daddy...
                                    MARY
                             (in an outburst)
                        George, why must you torture the 
                        children?  Why don't you...
              The sight of Mary and the children suffering is too much for 
              George.
                                    GEORGE
                        Mary...
              He looks around him, then quickly goes out the front door of 
              the house. Mary goes to the phone, picks it up.
                                    MARY
                        Bedford, two-four-seven, please.
                                    PETE
                        Is Daddy in trouble?
                                    JANIE
                        Shall I pray for him?
                                    MARY
                        Yes, Janie, pray very hard.
                                    TOMMY
                        Me, too?
                                    MARY
                        You too, Tommy.
                             (on phone)
                        Hello, Uncle Billy?
                                                                  WIPE TO:
              INT. POTTER'S OFFICE IN BANK � NIGHT � 8:00 P.M.
              MEDIUM CLOSEUP
              Potter is seated at his desk, his goon beside him. He is 
              signing some papers. George is seated in a chair before the 
              desk, without a hat or coat, covered lightly with snow.
                                    GEORGE
                        I'm in trouble, Mr. Potter. I need 
                        help.  Through some sort of an 
                        accident my company's short in their 
                        accounts. The bank examiner's up 
                        there today. I've got to raise eight 
                        thousand dollars immediately.
                                    POTTER
                             (casually)
                        Oh, so that's what the reporters 
                        wanted to talk to you about?
                                    GEORGE
                             (incredulous)
                        The reporters?
                                    POTTER
                        Yes. They called me up from your 
                        Building and Loan. Oh, there's a man 
                        over there from the D.A.'s office, 
                        too. He's looking for you.
                                    GEORGE
                             (desperate)
                        Please help me, Mr. Potter. Help me, 
                        won't you please? Can't you see what 
                        it means to my family? I'll pay you 
                        any sort of a bonus on the loan... 
                        any interest. If you still want the 
                        Building and Loan, why I...
                                    POTTER
                             (interrupting)
                        George, could it possibly be there's 
                        a slight discrepancy in the books?
                                    GEORGE
                        No, sir. There's nothing wrong with 
                        the books. I've just misplaced eight 
                        thousand dollars. I can't find it 
                        anywhere.
                                    POTTER
                             (looking up)
                        You misplaced eight thousand dollars?
                                    GEORGE
                        Yes, sir.
                                    POTTER
                        Have you notified the police?
                                    GEORGE
                        No, sir. I didn't want the publicity.  
                        Harry's homecoming tomorrow...
                                    POTTER
                             (snorts)
                        They're going to believe that one. 
                        What've you been doing, George? 
                        Playing the market with the company's 
                        money?
                                    GEORGE
                        No, sir. No, sir. I haven't.
                                    POTTER
                        What is it � a woman, then? You know, 
                        it's all over town that you've been 
                        giving money to Violet Bick.
                                    GEORGE
                             (incredulous)
                        What?
                                    POTTER
                        Not that it makes any difference to 
                        me, but why did you come to me? Why 
                        don't you go to Sam Wainwright and 
                        ask him for the money?
                                    GEORGE
                        I can't get hold of him. He's in 
                        Europe.
                                    POTTER
                        Well, what about all your other 
                        friends?
                                    GEORGE
                        They don't have that kind of money, 
                        Mr. Potter. You know that. You're 
                        the only one in town that can help 
                        me.
                                    POTTER
                        I see. I've suddenly become quite 
                        important. What kind of security 
                        would I have, George? Have you got 
                        any stocks?
                                    GEORGE
                             (shaking his head)
                        No, sir.
                                    POTTER
                        Bonds? Real estate? Collateral of 
                        any kind?
                                    GEORGE
                             (pulls out policy)
                        I have some life insurance, a fifteen 
                        thousand dollar policy.
                                    POTTER
                        Yes... how much is your equity in 
                        it?
                                    GEORGE
                        Five hundred dollars.
                                    POTTER
                             (sarcastically)
                        Look at you. You used to be so cocky! 
                        You were going to go out and conquer 
                        the world! You once called me a 
                        warped, frustrated old man. What are 
                        you but a warped, frustrated young 
                        man? A miserable little clerk crawling 
                        in here on your hands and knees and 
                        begging for help. No securities � no 
                        stocks � no bonds � nothing but a 
                        miserable little five hundred dollar 
                        equity in a life insurance policy. 
                        You're worth more dead than alive.  
                        Why don't you go to the riff-raff 
                        you love so much and ask them to let 
                        you have eight thousand dollar? You 
                        know why? Because they'd run you out 
                        of town on a rail... But I'll tell 
                        you what I'm going to do for you, 
                        George. Since the state examiner is 
                        still here, as a stockholder of the 
                        Building and Loan, I'm going to swear 
                        out a warrant for your arrest.  
                        Misappropriation of funds � 
                        manipulation � malfeasance...
              George turns and starts out of the office as Potter picks up 
              the phone and dials.
                                    POTTER
                        All right, George, go ahead. You 
                        can't hide in a little town like 
                        this.
              George is out of the door by now.  CAMERA MOVES CLOSER to 
              Potter.
                                    POTTER
                             (on phone)
                        Bill? This is Potter.
              EXT. MAIN STREET BEDFORD FALLS � NIGHT
              MEDIUM CLOSE SHOT
              George comes out of the bank into the falling snow. He crosses 
              the street, tugs at the door of his old car, finally steps 
              over the door, and drives off.
              EXT. MARTINI'S BAR � NIGHT
              MEDIUM CLOSE SHOT
              An attractive little roadside tavern, with the name 
              "Martini's" in neon lights on the front wall.
              INT. MARTINI'S BAR � NIGHT
              CLOSE SHOT
              The place is an Italian restaurant with bar. The bottles 
              sparkle.  There are Christmas greens and holly decorating 
              the place. It has a warm, welcoming spirit, like Martini 
              himself, who is welcoming new arrivals. The booths and the 
              checkered-cloth-covered tables are full. There is an air of 
              festivity and friendliness, and more like a party than a 
              public drinking place. George is seated at the bar � he has 
              had a great deal to drink, far more than he's accustomed to.
                                    MARTINI'S VOICE
                             (greeting new customers)
                        Merry Christmas. Glad you came.
                                    MAN'S VOICE
                        How about some of that good spaghetti?
                                    MARTINI'S VOICE
                        We got everything.
              During this, CAMERA MOVES CLOSER to George. Nick, the 
              bartender, is watching him solicitously. Seated on the other 
              side of George is a burly individual, drinking a glass of 
              beer. George is mumbling:
                                    GEORGE
                        God... God... Dear Father in Heaven, 
                        I'm not a praying man, but if you're 
                        up there and you can hear me, show 
                        me the way. I'm at the end of my 
                        rope. Show me the way, God.
                                    NICK
                             (friendly)
                        Are you all right, George? Want 
                        someone to take you home?
              George shakes his head. Martini comes over to his side.
                                    MARTINI
                             (worried)
                        Why you drink so much, my friend? 
                        Please go home, Mr. Bailey. This is 
                        Christmas Eve.
              The ugly man next to George, who has been listening, reacts 
              sharply to the name "Bailey."
                                    MAN
                        Bailey? Which Bailey?
                                    NICK
                        This is Mr. George Bailey.
              Without any warning, the burly man throws a vicious punch at 
              George, who goes down and out. Martini, Nick and several 
              others rush to pick him up.
                                    MAN
                             (to George)
                        And the next time you talk to my 
                        wife like that you'll get worse. She 
                        cried for an hour. It isn't enough 
                        she slaves teaching your stupid kids 
                        how to read and write, and you have 
                        to bawl her out...
                                    MARTINI
                             (furious)
                        You get out of here, Mr. Welch!
              Mr. Welch reaches in his pocket for money.
                                    WELCH
                        Now wait... I want to pay for my 
                        drink.
                                    MARTINI
                        Never mind the money. You get out of 
                        here quick.
                                    WELCH
                        All right.
                                    MARTINI
                        You hit my best friend. Get out!
              Nick and Martini shove Welch out the door, then run back to 
              help George to his feet. George's mouth is cut and bleeding.
                                    NICK
                        You all right, George?
                                    GEORGE
                             (stunned)
                        Who was that?
                                    MARTINI
                        He's gone. Don't worry. His name is 
                        Welch.  He don't come in to my place 
                        no more.
                                    GEORGE
                        Oh � Welch. That's what I get for 
                        praying.
                                    MARTINI
                        The last time he come in here. You 
                        hear that, Nick?
                                    NICK
                        Yes, you bet.
                                    GEORGE
                        Where's my insurance policy?
                             (finds it in pocket)
                        Oh, here...
              He starts for the door.
                                    MARTINI
                        Oh, no, Please, don't go out this 
                        way, Mr. Bailey.
                                    GEORGE
                        I'm all right.
              Nick and Martini try to stop him, but he shrugs them off.
                                    MARTINI
                        Oh, no � you don't feel so good.
                                    GEORGE
                        I'm all right.
                                    MARTINI
                        Please don't go away � please!
              George opens the door and exits to the street.
                                                                  WIPE TO:
              EXT. RESIDENTIAL STREET � NIGHT
              MEDIUM SHOT
              George's car comes along the empty street, through the falling 
              snow, suddenly swerves and crashes into a tree near the 
              sidewalk of a house.  George gets out to look at the damage, 
              and savagely kicks at the open door of the car, trying to 
              shut it. The noise brings the owner of the house running 
              out.
                                    OWNER
                        What do you think you're doing?
              CLOSE SHOT
              George stands unsteadily near the car, shaken by the accident. 
              The front lights are broken and the fender is ripped. George 
              stands dully looking at the damage. The owner comes up, 
              looking at his tree. He leans over to examine the damages.
                                    OWNER
                             (with indignation)
                        Now look what you did. My 
                        greatgrandfather planted this tree.
              George staggers off down the street, paying no attention to 
              the man.
                                    OWNER
                        Hey, you... Hey, you! Come back here, 
                        you drunken fool! Get this car out 
                        of here!
              EXT. BRIDGE OVER RIVER � NIGHT
              MEDIUM LONG SHOT
              George is crossing the approach to the bridge when a truck 
              swings around the corner and nearly hits him.
                                    DRIVER
                        Hey, what's the matter with you?  
                        Look where you're going!
              The truck turns onto the bridge, and George takes a narrow 
              catwalk at the railing.
              CLOSE SHOT
              George has stopped by the railing at the center of the bridge. 
              The snow is now falling hard.
              EXT. RIVER � NIGHT
              MEDIUM CLOSE SHOT
              CAMERA SHOOTING DOWN from George's angle TO the water, dotted 
              with floating ice, passing under the bridge.
              EXT. BRIDGE AT RAILING � NIGHT
              CLOSEUP � GEORGE
              He stares down at the water, desperate, trying to make up 
              his mind to act. He leans over looking at the water, 
              fascinated, glances furtively around him, hunches himself as 
              though about to jump.
              MEDIUM CLOSE SHOT
              From above George a body hurtles past and lands in the water 
              with a loud splash. George looks down, horrified.
                                    VOICE
                             (from river)
                        Help! Help!
              George quickly takes off his coat and dives over the railing 
              into the water.
              CLOSER ANGLE
              George comes up, sees the man flailing about in the water, 
              and CAMERA PANS WITH him as he swims toward the man.
                                    MAN
                        Help! Help! Help!
              EXT. TOLL HOUSE ON BRIDGE � NIGHT
              CLOSE SHOT
              The toll house keeper, hearing the cries for help, comes 
              running out on the bridge with a flashlight, which he shines 
              on the two figures struggling in the water below.
              EXT. RIVER � NIGHT
              CLOSE SHOT
              The man in the water is Clarence, the angel whose voice we 
              have heard speaking from Heaven. George reaches him, grabs 
              hold of him, and starts swimming for shore.
                                                                  WIPE TO:
              INT. TOLL HOUSE ON BRIDGE � NIGHT
              MEDIUM SHOT � GEORGE, CLARENCE, AND THE TOLLKEEPER
              George is seated before a wood-burning stove before which 
              his clothes are drying on a line. He is in his long winter 
              underwear.  He is sipping a mug of hot coffee, staring at 
              the stove, cold, gloomy and drunk, ignoring Clarence and the 
              tollkeeper, preoccupied by his near suicide and his unsolved 
              problems.  Clarence is standing on the other side of the 
              stove, putting on his undershirt. This is a ludicrous 
              seventeenth century garment which looks like a baby's night 
              shirt � with embroidered cuffs and collar, and gathered at 
              the neck with a drawstring. It falls below his knees.  The 
              tollkeeper is seated against the wall eyeing them 
              suspiciously. Throughout the scene he attempts to spit, but 
              each time is stopped by some amazing thing Clarence does or 
              says.  Clarence becomes aware that his garment is amazing 
              the tollkeeper.
                                    CLARENCE
                        I didn't have time to get some stylish 
                        underwear. My wife gave me this on 
                        my last birthday. I passed away in 
                        it.
              The tollkeeper, about to spit, is stopped in the middle of 
              it by this remark. Clarence, secretly trying to get George's 
              attention, now picks up a copy of "Tom Sawyer" which is 
              hanging on the line, drying. He shakes the book.
                                    CLARENCE
                        Oh, Tom Sawyer's drying out, too. 
                        You should read the new book Mark 
                        Twain's writing now.
              The tollkeeper stares at him incredulously.
                                    TOLLKEEPER
                        How'd you happen to fall in?
                                    CLARENCE
                        I didn't fall in. I jumped in to 
                        save George.
              George looks up, surprised.
                                    GEORGE
                        You what? To save me?
                                    CLARENCE
                        Well, I did, didn't I? You didn't go 
                        through with it, did you?
                                    GEORGE
                        Go through with what?
                                    CLARENCE
                        Suicide.
              George and the tollkeeper react to this.
                                    TOLLKEEPER
                        It's against the law to commit suicide 
                        around here.
                                    CLARENCE
                        Yeah, it's against the law where I 
                        come from, too.
                                    TOLLKEEPER
                        Where do you come from?
              He leans forward to spit, but is stopped by Clarence's next 
              statement.
                                    CLARENCE
                        Heaven.
                             (to George)
                        I had to act quickly; that's why I 
                        jumped in. I knew if I were drowning 
                        you'd try to save me. And you see, 
                        you did, and that's how I saved you.
              The tollkeeper becomes increasingly nervous. George casually 
              looks at the strange smiling little man a second time.
                                    GEORGE
                             (offhand)
                        Very funny.
                                    CLARENCE
                        Your lip's bleeding, George.
              George's hand goes to his mouth.
                                    GEORGE
                        Yeah, I got a bust in the jaw in 
                        answer to a prayer a little bit ago.
                                    CLARENCE
                             (comes around to George)
                        Oh, no � no � no. I'm the answer to 
                        your prayer. That's why I was sent 
                        down here.
                                    GEORGE
                             (casually interested)
                        How do you know my name?
                                    CLARENCE
                        Oh, I know all about you. I've watched 
                        you grow up from a little boy.
                                    GEORGE
                        What are you, a mind reader or 
                        something?
                                    CLARENCE
                        Oh, no.
                                    GEORGE
                        Well, who are you, then?
                                    CLARENCE
                        Clarence Odbody, A-S-2.
                                    GEORGE
                        Odbody... A-S-2. What's that A-S-2?
                                    CLARENCE
                        Angel, Second Class.
              The tollkeeper's chair slips out from under him with a crash. 
              He has been leaning against the wall on it, tipped back on 
              two legs.  Tollkeeper rises and makes his way warily out the 
              door. From his expression he looks like he'll call the nearest 
              cop.
                                    CLARENCE
                             (to tollkeeper)
                        Cheerio, my good man.
              George rubs his head with his hand, to clear his mind.
                                    GEORGE
                        Oh, brother. I wonder what Martini 
                        put in those drinks?
              He looks up at Clarence standing beside him.
                                    GEORGE
                        Hey, what's with you? What did you 
                        say just a minute ago? Why'd you 
                        want to save me?
                                    CLARENCE
                        That's what I was sent down for. I'm 
                        your guardian angel.
                                    GEORGE
                        I wouldn't be a bit surprised.
                                    CLARENCE
                        Ridiculous of you to think of killing 
                        yourself for money. Eight thousand 
                        dollars.
                                    GEORGE
                             (bewildered)
                        Yeah... just things like that. Now 
                        how'd you know that?
                                    CLARENCE
                        I told you � I'm your guardian angel. 
                        I know everything about you.
                                    GEORGE
                        Well, you look about like the kind 
                        of an angel I'd get. Sort of a fallen 
                        angel, aren't you? What happened to 
                        your wings?
                                    CLARENCE
                        I haven't won my wings yet. That's 
                        why I'm an angel Second Class.
                                    GEORGE
                        I don't know whether I like it very 
                        much being seen around with an angel 
                        without any wings.
                                    CLARENCE
                        Oh, I've got to earn them, and you'll 
                        help me, won't you?
                                    GEORGE
                             (humoring him)
                        Sure, sure. How?
                                    CLARENCE
                        By letting me help you.
                                    GEORGE
                        Only one way you can help me. You 
                        don't happen to have eight thousand 
                        bucks on you?
                                    CLARENCE
                        Oh, no, no. We don't use money in 
                        Heaven.
                                    GEORGE
                        Oh, that's right, I keep forgetting. 
                        Comes in pretty handy down here, 
                        bub.
                                    CLARENCE
                        Oh, tut, tut, tut.
                                    GEORGE
                        I found it out a little late. I'm 
                        worth more dead than alive.
                                    CLARENCE
                        Now look, you mustn't talk like that. 
                        I won't get my wings with that 
                        attitude. You just don't know all 
                        that you've done. If it hadn't been 
                        for you...
                                    GEORGE
                             (interrupts)
                        Yeah, if it hadn't been for me, 
                        everybody'd be a lot better off. My 
                        wife, and my kids and my friends.
                             (annoyed with Clarence)
                        Look, little fellow, go off and haunt 
                        somebody else, will you?
                                    CLARENCE
                        No, you don't understand. I've got 
                        my job...
                                    GEORGE
                             (savagely)
                        Aw, shut up, will you.
              Clarence is not getting far with George. He glances up, paces 
              across the room, thoughtfully.
                                    CLARENCE
                             (to himself)
                        Hmmm, this isn't going to be so easy.
                             (to George)
                        So you still think killing yourself 
                        would make everyone feel happier, 
                        eh?
                                    GEORGE
                             (dejectedly)
                        Oh, I don't know. I guess you're 
                        right. I suppose it would have been 
                        better if I'd never been born at 
                        all.
                                    CLARENCE
                        What'd you say?
                                    GEORGE
                        I said I wish I'd never been born.
                                    CLARENCE
                        Oh, you mustn't say things like that.  
                        You...
                             (gets an idea)
                        ...wait a minute. Wait a minute. 
                        That's an idea.
                             (glances up toward 
                             Heaven)
                        What do you think? Yeah, that'll do 
                        it.  All right.
                             (to George)
                        You've got your wish. You've never 
                        been born.
              As Clarence speaks this line, the snow stops falling outside 
              the building, a strong wind springs up which blows open the 
              door to the shack. Clarence runs to close the door.
                                    CLARENCE
                             (looking upward)
                        You don't have to make all that fuss 
                        about it.
              As Clarence speaks, George cocks his head curiously, favoring 
              his deaf ear, more interested in his hearing than in what 
              Clarence has said.
                                    GEORGE
                        What did you say?
                                    CLARENCE
                        You've never been born. You don't 
                        exist.  You haven't a care in the 
                        world.
              George feels his ear as Clarence talks.
                                    CLARENCE
                        No worries � no obligations � no 
                        eight thousand dollars to get � no 
                        Potter looking for you with the 
                        Sheriff.
              CLOSEUP � GEORGE AND CLARENCE
              George indicates his bad ear.
                                    GEORGE
                        Say something else in that ear.
                                    CLARENCE
                             (bending down)
                        Sure. You can hear out of it.
                                    GEORGE
                        Well, that's the doggonedest thing... 
                        I haven't heard anything out of that 
                        ear since I was a kid. Must have 
                        been that jump in the cold water.
                                    CLARENCE
                        Your lip's stopped bleeding, too, 
                        George.
              George feels his lip, which shows no sign of the recent cut 
              he received from Welch. He is now thoroughly confused.
                                    GEORGE
                        What do you know about that... What's 
                        happened?
                                    MEDIUM CLOSE SHOT
                        George looks around, as though to 
                        get his bearings.
                                    GEORGE
                        It's stopped snowing out, hasn't it?  
                        What's happened here?
                             (standing up)
                        Come on, soon as these clothes of 
                        ours are dry...
                                    CLARENCE
                        Our clothes are dry.
              George feels the clothes on the line.
                                    GEORGE
                        What do you know about that? Stove's 
                        hotter than I thought. Now, come on, 
                        get your clothes on, and we'll stroll 
                        up to my car and get...
              They start dressing. George interrupts himself.
                                    GEORGE
                        Oh, I'm sorry. I'll stroll. You fly.
                                    CLARENCE
                        I can't fly. I haven't got any wings.
                                    GEORGE
                        You haven't got your wings. Yeah, 
                        that's right.
                                                                  WIPE TO:
              EXT. STREET � NIGHT
              MEDIUM SHOT
              This is the same empty street where George's car swerved 
              into the tree near the sidewalk. George and Clarence come 
              into shot and up to the spot where George had left his car 
              smashed against the tree. George looks around, but his car 
              is nowhere to be seen, and the tree is undamaged.
                                    CLARENCE
                        What's the matter?
                                    GEORGE
                             (puzzled)
                        Well, this is where I left my car 
                        and it isn't here.
                                    CLARENCE
                        You have no car.
                                    GEORGE
                        Well, I had a car, and it was right 
                        here.  I guess somebody moved it.
              CLOSE SHOT � AT CURB
              The owner of the house passes with some Christmas packages 
              under his arm.
                                    OWNER
                             (politely)
                        Good evening.
                                    GEORGE
                        Oh, say... Hey... where's my car?
                                    OWNER
                        I beg your pardon?
                                    GEORGE
                        My car, my car. I'm the fellow that 
                        owns the car that ran into your tree.
                                    OWNER
                        What tree?
                                    GEORGE
                        What do you mean, what tree? This 
                        tree.  Here, I ran into it. Cut a 
                        big gash in the side of it here.
              The owner bends down to examine the trunk of the tree, then 
              straightens up and smells George's breath. He backs away.
                                    OWNER
                        You must mean two other trees. You 
                        had me worried. One of the oldest 
                        trees in Pottersville.
                                    GEORGE
                             (blankly)
                        Pottersville? Why, you mean Bedford 
                        Falls.
                                    OWNER
                        I mean Pottersville.
                             (sharply)
                        Don't you think I know where I live?  
                        What's the matter with you?
              The owner proceeds toward his house. George is completely 
              bewildered.
                                    GEORGE
                        Oh, I don't know. Either I'm off my 
                        nut, or he is...
                             (to Clarence)
                        ...or you are!
                                    CLARENCE
                        It isn't me!
                                    GEORGE
                        Well, maybe I left the car up at 
                        Martini's. Well, come on, Gabriel.
              He puts his arm around Clarence, and they start off up the 
              road.
                                    CLARENCE
                             (as they go)
                        Clarence!
                                    GEORGE
                        Clarence! Clarence!
                                                                  WIPE TO:
              INT. NICK'S BAR � NIGHT
              CLOSE SHOT
              It is Martini's place, but almost unrecognizable. The cheerful 
              Italian feeling is gone. It is now more of a hard-drinking 
              joint, a honky-tonk. Same bar, tables have no covers. People 
              are lower down and tougher. Nick the bartender is behind the 
              bar. George and Clarence come in. George does not notice the 
              difference, but Clarence is all eyes and beaming. They go up 
              to the bar.
                                    GEORGE
                             (as they come in)
                        That's all right. Go on in. Martini's 
                        a good friend of mine.
              Two people leave the bar as they approach.
                                    GEORGE
                        There's a place to sit down. Sit 
                        down.
                                    MEDIUM CLOSEUP
                        Nick is wiping off the bar as they 
                        sit down.
                                    GEORGE
                        Oh, hello, Nick. Hey, where's Martini?
                                    NICK
                        You want a martini?
                                    GEORGE
                        No, no, Martini. Your boss. Where is 
                        he?
                                    NICK
                             (impatient)
                        Look, I'm the boss. You want a drink 
                        or don't you?
                                    GEORGE
                        Okay � all right. Double bourbon, 
                        quick, huh?
                                    NICK
                        Okay.
                             (to Clarence)
                        What's yours?
                                    CLARENCE
                        I was just thinking...
                             (face puckers up with 
                             delicious anticipation)
                        It's been so long since I...
                                    NICK
                             (impatient)
                        Look, mister, I'm standing here 
                        waiting for you to make up your mind.
                                    CLARENCE
                             (appreciatively)
                        That's a good man. I was just thinking 
                        of a flaming rum punch. No, it's not 
                        cold enough for that. Not nearly 
                        cold enough...  Wait a minute... 
                        wait a minute... I got it. Mulled 
                        wine, heavy on the cinnamon and light 
                        on the cloves. Off with you, me lad, 
                        and be lively!
                                    NICK
                        Hey, look mister, we serve hard drinks 
                        in here for men who want to get drunk 
                        fast.  And we don't need any 
                        characters around to give the joint 
                        atmosphere. Is that clear?  Or do I 
                        have to slip you my left for a 
                        convincer?
              As he says this, Nick leans over the counter and puts his 
              left fist nearly in Clarence's eye. Clarence is puzzled by 
              this conduct.
                                    CLARENCE
                             (to George)
                        What's he talking about?
                                    GEORGE
                             (soothingly)
                        Nick � Nick, just give him the same 
                        as mine. He's okay.
                                    NICK
                        Okay.
              Nick turns away to get the drinks.
                                    GEORGE
                        What's the matter with him. I never 
                        saw Nick act like that before.
                                    CLARENCE
                        You'll see a lot of strange things 
                        from now on.
                                    GEORGE
                        Oh, yeah. Hey, little fellow � you 
                        worry me. You got someplace to sleep?
                                    CLARENCE
                        No.
                                    GEORGE
                        You don't huh? Well, you got any 
                        money?
              Nick is listening suspiciously to this conversation.
                                    CLARENCE
                        No.
                                    GEORGE
                        No wonder you jumped in the river.
                                    CLARENCE
                        I jumped in the river to save you so 
                        I could get my wings.
              Nick stops pouring the drinks, bottle poised in his hand.
                                    GEORGE
                        Oh, that's right.
              A cash register bell rings off stage. Clarence reacts to the 
              SOUND of the bell.
                                    CLARENCE
                        Oh-oh. Somebody's just made it.
                                    GEORGE
                        Made what?
                                    CLARENCE
                        Every time you hear a bell ring, it 
                        means that some angel's just got his 
                        wings.
              George glances up at Nick.
                                    GEORGE
                        Look, I think maybe you better not 
                        mention getting your wings around 
                        here.
                                    CLARENCE
                        Why? Don't they believe in angels?
                                    GEORGE
                             (looking at Nick)
                        A... Yeah, but... you know...
                                    CLARENCE
                        Then why should they be surprised 
                        when they see one?
                                    GEORGE
                             (to Nick)
                        He never grew up. He's...
                             (to Clarence)
                        How old are you, anyway, Clarence?
                                    CLARENCE
                        Two hundred and ninety-three...
                             (thinks)
                        ...next May.
              Nick slams the bottle down on the counter.
                                    NICK
                        That does it! Out you two pixies go, 
                        through the door or out the window!
                                    GEORGE
                        Look, Nick. What's wrong?
                                    NICK
                             (angrily)
                        And that's another thing. Where do 
                        you come off calling me Nick?
                                    GEORGE
                        Well, Nick, that's your name, isn't 
                        it?
                                    NICK
                        What's that got to do with it? I 
                        don't know you from Adam's off ox.
                             (sees someone come in)
                        Hey, you! Rummy! Come here! Come 
                        here!
              CLOSE SHOT
              A small wreck of a man, with weak, watery eyes. Obviously a 
              broken-down panhandler, his hat in his hand.
              CLOSEUP � GEORGE
              He can hardly believe his eyes. It is Gower the druggist.
              BACK TO SHOT � NICK AT THE BAR
                                    NICK
                             (to Gower)
                        Didn't I tell you never to come 
                        panhandling around here?
              Nick picks up a seltzer bottle, and squirts Gower in the 
              face with it. The crowd laugh brutally. Gower smiles weakly 
              as the soda runs off his face.
              CLOSE SHOT
              George, horrified, leaps up and goes over to Gower.
                                    GEORGE
                        Mr. Gower! Mr. Gower! This is George 
                        Bailey! Don't you know me?
                                    GOWER
                        No. No.
                                    NICK
                             (to his bouncers)
                        Throw him out. Throw him out.
              The bouncers throw Gower out the front door. George rushes 
              back to the bar.
                                    GEORGE
                             (bewildered)
                        Hey, what is... Hey, Nick, Nick... 
                        Isn't that Mr. Gower, the druggist?
                                    NICK
                        You know, that's another reason for 
                        me not to like you. That rumhead 
                        spent twenty years in jail for 
                        poisoning a kid. If you know him, 
                        you must be a jailbird yourself.
                             (to his bouncers)
                        Would you show these gentlemen to 
                        the door.
                                    BOUNCER
                        Sure. This way, gentlemen.
              EXT. NICK'S BAR � NIGHT
              CLOSE SHOT
              George and Clarence come flying through the door and land in 
              the snow.
              INT. NICK'S BAR � NIGHT
              CLOSE SHOT
              Nick at the cash register, busily ringing the bell.
                                    NICK
                        Hey! Get me! I'm giving out wings!
              EXT. NICK'S BAR � NIGHT
              CLOSE SHOT
              George and Clarence lying in the snow. George has a strange, 
              puzzled look on his face. They remain for a moment as they 
              landed, looking at each other.
                                    CLARENCE
                        You see, George, you were not there 
                        to stop Gower from putting that poison 
                        into the...
                                    GEORGE
                        What do you mean, I wasn't there? I 
                        remember distinctly...
              George catches a glimpse of the front of the building with 
              the neon sign over the door. It now reads "NICK'S PLACE" 
              instead of "MARTINI'S."
              George and Clarence get to their feet.
                                    GEORGE
                             (exasperated)
                        What the... hey, what's going on 
                        around here?  Why, this ought to be 
                        Martini's place.
              He points to the sign, and looks at Clarence. Clarence sort 
              of hangs his head. George fixes him with a very interested 
              look.
                                    GEORGE
                        Look, who are you?
                                    CLARENCE
                             (patiently)
                        I told you, George. I'm your guardian 
                        angel.
              George, still looking at him, goes up to him and pokes his 
              arm.  It's flesh.
                                    GEORGE
                        Yeah, yeah, I know. You told me that. 
                        What else are you? What... are you a 
                        hypnotist?
                                    CLARENCE
                        No, of course not.
                                    GEORGE
                        Well then, why am I seeing all these 
                        strange things?
                                    CLARENCE
                        Don't you understand, George? It's 
                        because you were not born.
                                    GEORGE
                        Then if I wasn't born, who am I?
                                    CLARENCE
                        You're nobody. You have no identity.
              George rapidly searches his pockets for identification, but 
              without success.
                                    GEORGE
                        What do you mean, no identity? My 
                        name's George Bailey.
                                    CLARENCE
                        There is no George Bailey. You have 
                        no papers, no cards, no driver's 
                        license, no 4-F card, no insurance 
                        policy...
                             (he says these things 
                             as George searches 
                             for them)
                        George looks in his watch pocket.
                                    CLARENCE
                        They're not there, either.
                                    GEORGE
                        What?
                                    CLARENCE
                        Zuzu's petals.
              George feverishly continues to turn his pockets inside out.
                                    CLARENCE
                        You've been given a great gift, 
                        George. A chance to see what the 
                        world would be like without you.
              George is completely befuddled.
                                    GEORGE
                             (shaking his head)
                        Now wait a minute, here. Wait a minute 
                        here. As, this is some sort of a 
                        funny dream I'm having here. So long, 
                        mister, I'm going home.
              He starts off. Clarence rises.
                                    CLARENCE
                        Home? What home?
                                    GEORGE
                             (furious)
                        Now shut up! Cut it out! You're...  
                        you're... you're crazy! That's what 
                        I think... you're screwy, and you're 
                        driving me crazy, too! I'm seeing 
                        things. I'm going home and see my 
                        wife and family. Do you understand 
                        that? And I'm going home alone!
              George strides off hurriedly. Clarence slowly follows him, 
              glancing up toward Heaven as he goes.
                                    CLARENCE
                        How'm I doing, Joseph. Thanks.
                             (pause)
                        No, I didn't have a drink!
                                                                  WIPE TO:
              EXT. STREET � NIGHT
              MEDIUM SHOT � GEORGE MOVES INTO THE SCENE
              The sign bearing the name of the town reads: "Pottersville." 
              George looks at it in surprise, then starts up the street 
              toward the main part of town. As he goes, CAMERA MOVES WITH 
              him. The character of the place has completely changed. Where 
              before it was a quiet, orderly small town, it has now become 
              in nature like a frontier village. We see a SERIES OF SHOTS 
              of night clubs, cafes, bars, liquor stores, pool halls and 
              the like, with blaring jazz MUSIC issuing from the majority 
              of them. The motion picture theatre has become a burlesque 
              house. Gower's drugstore is now a pawnbroker's establishment, 
              and so on.
              CLOSE SHOT
              George stops before what used to be the offices of the 
              Building and Loan.  There is a garish electric sign over the 
              entrance reading: "Welcome Jitterbugs." A crowd of people 
              are watching the police, who are raiding the place, and 
              dragging out a number of screaming women, whom they throw 
              into a patrol wagon. George talks to one of the cops:
                                    GEORGE
                        Hey... hey. Where did the Building 
                        and Loan move to?
                                    COP
                        The Building and what?
                                    GEORGE
                        The Bailey Building and Loan. It was 
                        up there.
                                    COP
                        They went out of business years ago.
              MEDIUM CLOSEUP
              George sees the struggling figure of Violet Bick, arrayed as 
              a tart, being dragged into the patrol wagon.
                                    GEORGE
                        Hey, Violet!
                             (to the cop)
                        Hey, listen � that's Violet Bick!
                                    COP
                        I know. I know.
                                    GEORGE
                        I know that girl!
              The cop shoves George to one side. He looks around and sees 
              Ernie's taxi cruising slowly by.
                                    GEORGE
                        Hey, Ernie � Ernie!
              EXT. STREET � NIGHT
              CLOSE SHOT
              Ernie stops the cab, and George enters it.
                                    GEORGE
                        Ernie, take me home. I'm off my nut!
                                    ERNIE
                             (a much harder Ernie)
                        Where do you live?
                                    GEORGE
                        Aw, now, doggone it, Ernie, don't 
                        you start pulling that stuff. You 
                        know where I live. Three-twenty 
                        Sycamore. Now hurry up.
                                    ERNIE
                        Okay. Three-twenty Sycamore?...
                                    GEORGE
                        Yeah � yeah � hurry up. Zuzu's sick.
                                    ERNIE
                        All right.  He pulls down the flag 
                        on the meter and starts the cab.
              INT. CAB � NIGHT
              MEDIUM CLOSEUP � GEORGE AND ERNIE
              Ernie is puzzled by the stranger.
                                    GEORGE
                        Look here, Ernie, straighten me out 
                        here.  I've got some bad liquor or 
                        something.  Listen to me now. Now, 
                        you are Ernie Bishop, and you live 
                        in Bailey Park with your wife and 
                        kid? That's right, isn't it?
                                    ERNIE
                             (suspiciously)
                        You seen my wife?
                                    GEORGE
                             (exasperated)
                        Seen your wife? I've been to your 
                        house a hundred times.
                                    ERNIE
                        Look, bud, what's the idea?  I live 
                        in a shack in Potter's Field and my 
                        wife ran away three years ago and 
                        took the kid...  And I ain't never 
                        seen you before in my life.
                                    GEORGE
                        Okay. Just step on it. Just get me 
                        home.
              Ernie turns to driving, but he's worried about his passenger. 
              As he passes the burlesque house he sees Bert the cop standing 
              beside his police car. Attracting his attention, he motions 
              to Bert to follow him, indicating he has a nut in the back. 
              Bert gets into his car and follows.
                                                                  WIPE TO:
              EXT. GEORGE'S HOUSE � NIGHT
              MEDIUM LONG SHOT
              The taxi pulls up to the curb and stops.
              MEDIUM CLOSE SHOT
              The cab is parked. George gets out and looks at the house.
                                    ERNIE
                        Is this the place?
                                    GEORGE
                        Of course it's the place.
                                    ERNIE
                        Well, this house ain't been lived in 
                        for twenty years.
              EXT. HOUSE � NIGHT
              MEDIUM SHOT
              George is stopped momentarily by the appearance of the house.  
              Windows are broken, the porch sags, one section of the roof 
              has fallen, doors and shutters hang askew on their hinges. 
              Like a doomed man, George approaches the house.
              EXT. CAB � NIGHT
              MEDIUM CLOSE SHOT
              The police car has pulled up beside the cab, and Bert and 
              Ernie stand watching George's actions.
                                    BERT
                        What's up, Ernie?
                                    ERNIE
                        I don't know, but we better keep an 
                        eye on this guy. He's bats.
              Ernie switches on the spotlight on his cab, and turns the 
              beam toward the old house.
              INT. HALLWAY GEORGE'S HOUSE � NIGHT
              CLOSE SHOT
              The interior of the house is lit up here and there, ghostlike, 
              by Ernie's spotlight. No furniture, cobwebs, wallpaper hanging 
              and swinging � stairs are broken and collapsed. In a voice 
              that sounds like a cry for help, George yells out:
                                    GEORGE
                        Mary! Mary! Tommy! Pete! Janie! Zuzu!  
                        Where are you?
              Clarence suddenly appears leaning against a wall.
                                    CLARENCE
                        They're not here, George. You have 
                        no children.
                                    GEORGE
                             (ignoring him)
                        Where are you?
                             (then, to Clarence)
                        What have you done with them?
              INT. DOORWAY � NIGHT
              CLOSE SHOT
              Bert is standing in the entrance, with his gun in his hand. 
              Ernie is a few feet behind him, ready to run.
                                    BERT
                        All right, put up your hands. No 
                        fast moves. Come on out here, both 
                        of you.
                                    GEORGE
                        Bert! Thank heaven you're here!
              He rushes toward Bert.
                                    BERT
                        Stand back.
                                    GEORGE
                        Bert, what's happened to this house?  
                        Where's Mary? Where's my kids?
                                    ERNIE
                             (warningly)
                        Watch him, Bert.
                                    BERT
                        Come on, come on.
                                    GEORGE
                             (bewildered)
                        Bert � Ernie! What's the matter with 
                        you two guys? You were here on my 
                        wedding night. You, both of you, 
                        stood out here on the porch and sung 
                        to us, don't you remember?
                                    ERNIE
                             (nervously)
                        Think I'd better be going.
                                    BERT
                        Look, now why don't you be a good 
                        kid and we'll take you in to a doctor.  
                        Everything's going to be all right.
              Bert tries to lead George away by the arm, but George 
              struggles with him, trying to explain.
                                    GEORGE
                        Bert, now listen to me. Ernie, will 
                        you take me over to my mother's house? 
                        Bert, listen!
                             (gesturing to Clarence)
                        It's that fellow there � he says 
                        he's an angel � he's tried to 
                        hypnotize me.
                                    BERT
                        I hate to do this, fella.
              Bert raises his gun to hit George on the head. As he does 
              so, Clarence darts in and fixes his teeth in Bert's wrist, 
              forcing him to let George go.
                                    CLARENCE
                        Run... George! Run, George!
              George dashes out of the house and down the street, as Bert 
              grapples with Clarence, and they fall to the ground, 
              wrestling. We see Bert kneeling, trying to put handcuffs on 
              Clarence.
                                    CLARENCE
                        Help! Joseph, help!
                                    BERT
                        Oh, shut up!
                                    CLARENCE
                        Help, oh Joseph, help! Joseph!
              Suddenly Clarence disappears from under Bert's hands. Bert 
              gets up, amazed by his vanishing.
                                    BERT
                        Where'd he go? Where'd he go? I had 
                        him right here.
              Ernie's hair is now standing on end with fright.
                                    ERNIE
                             (stammering)
                        I need a drink.
              He runs out of the scene.
                                    BERT
                        Well, which way'd they go? Help me 
                        find 'em.
              EXT. BAILEY HOME � NIGHT
              MEDIUM SHOT
              George runs up the path to the front door of the house and 
              raps on the door. He rings the bell and taps on the glass, 
              when his attention is caught by a sign on the wall reading: 
              "Ma Bailey's Boarding House."
              MEDIUM CLOSEUP � GEORGE AT THE DOOR
              The door opens and a woman appears. It is Mrs. Bailey, but 
              she has changed amazingly. Her face is harsh and tired. In 
              her eyes, once kindly and understanding, there is now cold 
              suspicion. She gives no sign that she knows him.
                                    MA BAILEY
                        Well?
                                    GEORGE
                        Mother...
                                    MA BAILEY
                        Mother? What do you want?
              It is a cruel blow to George.
                                    GEORGE
                        Mother, this is George. I thought 
                        sure you'd remember me.
                                    MA BAILEY
                             (coldly)
                        George who? If you're looking for a 
                        room there's no vacancy.
              She starts to close the door, but George stops her.
                                    GEORGE
                        Oh, Mother, Mother, please help me.  
                        Something terrible's happened to me. 
                        I don't know what it is. Something's 
                        happened to everybody. Please let me 
                        come in. Keep me here until I get 
                        over it.
                                    MA BAILEY
                        Get over what? I don't take in 
                        strangers unless they're sent here 
                        by somebody I know.
                                    GEORGE
                             (desperate)
                        Well, I know everybody you know. 
                        Your brother-in-law, Uncle Billy.
                                    MA BAILEY
                             (suspiciously)
                        You know him?
                                    GEORGE
                        Well, sure I do.
                                    MA BAILEY
                        When'd you see him last?
                                    GEORGE
                        Today, over at the house.
                                    MA BAILEY
                        That's a lie. He's been in the insane 
                        asylum ever since he lost his 
                        business.  And if you ask me, that's 
                        where you belong.
              She slams the door shut in George's face.
              EXT. HOUSE � NIGHT
              MEDIUM CLOSE SHOT
              George stands a moment, stunned. Then he turns and runs out 
              to the sidewalk, until his face fills the screen. His features 
              are distorted by the emotional chaos within him. We see 
              Clarence leaning on the mail box at the curb, holding his 
              volume of "Tom Sawyer" in his hand.
                                    CLARENCE
                        Strange, isn't it?  Each man's life 
                        touches so many other lives, and 
                        when he isn't around he leaves an 
                        awful hole, doesn't he?
                                    GEORGE
                             (quietly, trying to 
                             use logic)
                        I've heard of things like this. You've 
                        got me in some kind of a spell, or 
                        something.  Well, I'm going to get 
                        out of it. I'll get out of it. I 
                        know how, too. I... the last man I 
                        talked to before all this stuff 
                        started happening to me was Martini.
                                    CLARENCE
                        You know where he lives?
                                    GEORGE
                        Sure I know where he lives. He lives 
                        in Bailey Park.
              They walk out of scene.
                                                                  WIPE TO:
              EXT. CEMETERY � NIGHT
              MEDIUM SHOT
              George and Clarence approach the tree from which the "Bailey 
              Park" sign once hung. Now it is just outside a cemetery, 
              with graves where the houses used to be.
                                    CLARENCE
                        Are you sure this is Bailey Park?
                                    GEORGE
                        Oh, I'm not sure of anything anymore. 
                        All I know is this should be Bailey 
                        Park. But where are the houses?
              The two walk into the cemetery.
                                    CLARENCE
                             (as they go)
                        You weren't here to build them.
              CLOSE MOVING SHOT
              George wandering like a lost soul among the tombstones, 
              Clarence trotting at his heels. Again George stops to stare 
              with frightened eyes at:
              CLOSE SHOT � A TOMBSTONE
              Upon it is engraved a name, Harry Bailey. Feverishly George 
              scrapes away the snow covering the rest of the inscription, 
              and we read: "IN MEMORY OF OUR BELOVED SON � HARRY BAILEY � 
              1911-1919"
              CLOSE SHOT � GEORGE AND CLARENCE
                                    CLARENCE
                        Your brother, Harry Bailey, broke 
                        through the ice and was drowned at 
                        the age of nine.
              George jumps up.
                                    GEORGE
                        That's a lie! Harry Bailey went to 
                        war! He got the Congressional Medal 
                        of Honor! He saved the lives of every 
                        man on that transport.
                                    CLARENCE
                             (sadly)
                        Every man on that transport died. 
                        Harry wasn't there to save them 
                        because you weren't there to save 
                        Harry. You see, George, you really 
                        had a wonderful life.  Don't you see 
                        what a mistake it would be to throw 
                        it away?
              CLOSEUP � GEORGE AND CLARENCE
                                    GEORGE
                        Clarence...
                                    CLARENCE
                        Yes, George?
                                    GEORGE
                        Where's Mary?
                                    CLARENCE
                        Oh, well, I can't...
                                    GEORGE
                        I don't know how you know these 
                        things, but tell me � where is she?
              George grabs Clarence by the coat collar and shakes him.
                                    CLARENCE
                        I...
                                    GEORGE
                        If you know where she is, tell me 
                        where my wife is.
                                    CLARENCE
                        I'm not supposed to tell.
                                    GEORGE
                             (becoming violent)
                        Please, Clarence, tell me where she 
                        is.
                                    CLARENCE
                        You're not going to like it, George.
                                    GEORGE
                             (shouting)
                        Where is she?
                                    CLARENCE
                        She's an old maid. She never married.
                                    GEORGE
                             (choking him)
                        Where's Mary? Where is she?
                                    CLARENCE
                        She's...
                                    GEORGE
                        Where is she?
                                    CLARENCE
                             (in self-defense)
                        She's just about to close up the 
                        library!
              George lets Clarence go, and runs off. Clarence falls to the 
              ground, where he rubs his neck.
                                    CLARENCE
                             (to himself)
                        There must be some easier way for me 
                        to get my wings.
                                                                  WIPE TO:
              EXT. LIBRARY � NIGHT
              CLOSE SHOT
              Mary comes out the door, then turns and locks it. We see 
              George watching her from the sidewalk. Mary is very different 
              � no buoyancy in her walk, none of Mary's abandon and love 
              of life.  Glasses, no make-up, lips compressed, elbows close 
              to body. She looks flat and dried up, and extremely self-
              satisfied and efficient.
              CLOSEUP
              George, as he watches her.
              CLOSE SHOT
              George and Mary, on the sidewalk.
                                    GEORGE
                        Mary!
              She looks up, surprised, but, not recognizing him, continues 
              on.
                                    GEORGE
                        Mary!
              Mary starts to run away from him, and he follows, desperately.
                                    GEORGE
                        Mary! Mary!
              He catches up to her, grabs her by the arms, and keeps a 
              tight grip on her. She struggles to free herself.
                                    GEORGE
                        Mary, it's George! Don't you know 
                        me?  What's happened to us?
                                    MARY
                             (struggling)
                        I don't know you! Let me go!
                                    GEORGE
                        Mary, please! Oh, don't do this to 
                        me.  Please, Mary, help me. Where's 
                        our kids? I need you, Mary! Help me, 
                        Mary!
              Mary screams, breaks away from him, and dashes into the first door 
              she comes to, the Blue Moon Bar.
              INT. BLUE MOON � NIGHT
              CLOSE SHOT
              Small tables, booths, perhaps a counter. It is crowded. Many 
              of the people are the same who were present during the run 
              on the Building and Loan. Mary comes running in, screaming. 
              The place goes into an uproar. George comes in, practically 
              insane. Some of the men grab and hold on to him.
                                    GEORGE
                             (shouting)
                        Mary...
                             (to men holding him)
                        Let me go! Mary, don't run away!
                                    MAN
                        Somebody call the police!
                                    ANOTHER MAN
                        Hit him with a bottle!
                                    ANOTHER MAN
                        He needs a strait jacket!
                                    MARY
                             (from back of room)
                        That wild man is chasing me! Somebody stop him!
                                    GEORGE
                             (recognizing some of 
                             them)
                        Tom! Ed! Charlie! That's my wife!
              Mary lets out a final scream, then faints into the arms of a 
              couple of women at the bar.
                                    GEORGE
                        Mary!
                                    MAN
                        Oh, no you don't!
                                    GEORGE
                             (screaming)
                        Mary!
              George can't fight through the men holding him. Desperately 
              he thinks of Clarence, and heads for the door.
                                    GEORGE
                        Clarence! Clarence! Where are you?
              EXT. SIDEWALK � NIGHT
              CLOSE SHOT
              Just as George breaks through the door, Bert arrives in his 
              police car. He gets out and heads for the door, to run into 
              George as he comes out.
                                    BERT
                        Oh, it's you!
              He grabs for George, who lets him have one square on the 
              button, knocking him down, then continues running down the 
              street yelling for Clarence. Bert gets up, takes out his gun 
              and fires several shots after the fleeing figure.
                                    BERT
                             (to crowd)
                        Stand back!
              Bert gets into the police car, and, siren screaming, sets 
              off in pursuit of George.
                                                                  WIPE TO:
              EXT. BRIDGE OVER RIVER � NIGHT
              MEDIUM SHOT
              The same part of the bridge where George was standing before 
              Clarence jumped in. The wind is blowing as it has all through 
              this sequence. George comes running into shot. He is 
              frantically looking for Clarence.
                                    GEORGE
                        Clarence! Clarence! Help me, Clarence. 
                        Get me back. Get me back. I don't 
                        care what happens to me. Get me 
                        back to my wife and kids. Help me, 
                        Clarence, please!  Please!  I want to 
                        live again!
              CLOSEUP
              The police car approaches the bridge.  George leaning on the bridge railing, praying.
                                    GEORGE
                        I want to live again. I want to live 
                        again. Please, God, let me live again.
              George sobs. Suddenly, toward the end of the above, the wind 
              dies down. A soft, gentle snow begins to fall.
              CLOSE SHOT � GEORGE SOBBING AT THE RAILING
              The police car pulls up on the roadway behind him, and Bert 
              comes into scene.
                                    BERT
                        Hey, George! George! You all right?
              George backs away and gets set to hit Bert again.
                                    BERT
                        Hey, what's the matter?
                                    GEORGE
                             (warningly)
                        Now get out of here, Bert, or I'll 
                        hit you again! Get out!
                                    BERT
                        What the Sam Hill you yelling for, 
                        George?
                                    GEORGE
                        Don't... George?
              George talks hopefully � George touches Bert unbelievingly � 
              George's mouth is bleeding again.
                                    GEORGE
                        Bert, do you know me?
                                    BERT
                        Know you? Are you kiddin'? I've been 
                        looking all over town trying to find 
                        you.  I saw your car piled into that 
                        tree down there, and I thought 
                        maybe... Hey, your mouth's bleeding; 
                        are you sure you're all right?
                                    GEORGE
                        What did...
              George touches his lips with his tongue, wipes his mouth 
              with his hand, laughs happily. His rapture knows no bounds.
                                    GEORGE
                             (joyously)
                        My mouth's bleeding, Bert! My mouth's 
                        bleed...
                             (feeling in watch 
                             pocket)
                        Zuzu's petals! Zuzu's... there they are! Bert, what do you know 
                        about that? Merry Christmas!
              He practically embraces the astonished Bert, then runs at 
              top speed toward town.
                                    LONG SHOT
                        George runs away from camera yelling
                                    GEORGE
                        Mary! Mary!
                                                                  WIPE TO:
              EXT. RESIDENTIAL STREET � NIGHT
              CLOSE SHOT
              George's wrecked car is smashed against the tree. He comes 
              running into shot, sees the car, lets out a triumphant yell, 
              pats the car, and dashes on.
              EXT. MAIN STREET BEDFORD FALLS � NIGHT
              CLOSE SHOT
              George sees that the "POTTERSVILLE" sign is now replaced by 
              the original "YOU ARE NOW IN BEDFORD FALLS" sign.
                                    GEORGE
                        Hello, Bedford Falls!
              He turns and runs through the falling snow up the main street 
              of the town. As he runs, he notices that the town is back in 
              its original appearance. He passes some late shoppers on the 
              street
                                    GEORGE
                        Merry Christmas!
                                    PEOPLE
                             (ad lib)
                        Merry Christmas! Merry Christmas, 
                        George!
              EXT. THEATRE � NIGHT
              PAN SHOT � AS GEORGE RUNS BY:
                                    GEORGE
                        Merry Christmas, movie house!
              EXT. BEDFORD FALLS EMPORIUM � NIGHT
              PAN SHOT � AS GEORGE RUNS BY:
                                    GEORGE
                        Merry Christmas, emporium!
              EXT. BUILDING AND LOAN OFICES � NIGHT
              PAN SHOT � AS GEORGE RUNS BY:
                                    GEORGE
                        Merry Christmas, you wonderful old 
                        Building and Loan!
              EXT. BANK � NIGHT
              CLOSE SHOT
              George notices a light in Potter's office window, and races 
              across the street.
              INT. POTTER'S OFFICE � NIGHT
              CLOSE SHOT
              Potter is seated working at his desk, his goon by his side. 
              George pounds on the window.
                                    GEORGE
                             (from outside)
                        Merry Christmas, Mr. Potter!
              George runs off as Potter looks up from his work.
                                    POTTER
                        Happy New Year to you � in jail! Go 
                        on home � they're waiting for you!
              INT. GEORGE'S HOME � NIGHT
              The lights are on. There is a fire in the fireplace. The 
              Christmas tree is fully decorated with presents stacked 
              around.
              INT. ENTRANCE HALL � NIGHT
              CLOSE SHOT
              Carter, the bank examiner, a newspaper reporter and 
              photographer, and a sheriff, are waiting in the hall for 
              George. George comes dashing in the front door.
                                    GEORGE
                             (excitedly)
                        Mary...
                             (sees the men)
                        Well, hello, Mr. Bank Examiner!
              He grabs his hand and shakes it.
                                    CARTER
                             (surprised)
                        Mr. Bailey, there's a deficit!
                                    GEORGE
                        I know. Eight thousand dollars.
                                    SHERIFF
                             (reaching into pocket)
                        George, I've got a little paper here.
                                    GEORGE
                             (happily)
                        I'll bet it's a warrant for my arrest.  
                        Isn't it wonderful? Merry Christmas!
              The photographer sets off a flash bulb.
                                    GEORGE
                        Reporters? Where's Mary?
                             (calling)
                        Mary!
              George runs to the kitchen. He gets no answer. As he goes:
                                    GEORGE
                        Oh, look at this wonderful old drafty 
                        house! Mary! Mary!
              He comes running back to the hall.
                                    GEORGE
                        Have you seen my wife?
                                    CHILDREN'S VOICES
                        Merry Christmas, Daddy! Merry 
                        Christmas, Daddy!
              INT. STAIRS � NIGHT
              MEDIUM SHOT
              The three children are at the top of the stairs. They are in 
              their pajamas.
                                    GEORGE
                        Kids!
              George starts to run up the stairs, and the old familiar 
              knob on the banister comes off in his hand. He kisses it 
              lovingly and puts it back, then continues up the stairs.
                                    GEORGE
                        Pete � kids � Janie � Tommy.
                             (takes them in his 
                             arms)
                        I could eat you up!
              INT. TOP OF STAIRS � NIGHT
              CLOSE SHOT
              George and the kids. He is hugging them.
                                    GEORGE
                        Where's your mother?
                                    JANIE
                        She went looking for you with Uncle 
                        Billy.
              Zuzu comes running out of her bedroom. George crushes her to 
              him.
                                    ZUZU
                        Daddy!
                                    GEORGE
                        Zuzu � Zuzu. My little gingersnap! 
                        How do you feel?
                                    ZUZU
                        Fine.
                                    JANIE
                        And not a smitch of temperature.
                                    GEORGE
                             (laughing)
                        Not a smitch of temp...
              INT. HALL � NIGHT
              CLOSE SHOT
              As Mary comes through the door, breathless and excited. The 
              four men are watching with open mouths.
                                    GEORGE'S VOICE
                        Hallelujah!
                                    MARY
                             (to the men)
                        Hello.
                             (sees George)
                        George! Darling!
              INT. STAIRS � NIGHT
              CLOSE SHOT
              Mary races up the stairs, where George meets her in a fierce 
              embrace.
                                    GEORGE
                        Mary! Mary!
                                    MARY
                        George, darling! Where have you been?
              George and Mary embrace tearfully.
                                    MARY
                        Oh, George, George, George.
                                    GEORGE
                        Mary! Let me touch you! Oh, you're 
                        real!
                                    MARY
                        Oh, George, George!
                                    GEORGE
                        You have no idea what's happened to 
                        me.
                                    MARY
                        You have no idea what happened...
              He stops her with a kiss. She leads him excitedly down the 
              stairs.
                                    MARY
                        Well, come on, George, come on 
                        downstairs quick. They're on their 
                        way.
                                    GEORGE
                        All right.
              INT. LIVING ROOM � NIGHT
              CLOSE SHOT
              Mary leads George, who is carrying a couple of the kids on 
              his back, to a position in front of the Christmas tree.
                                    MARY
                        Come on in here now. Now, you stand 
                        right over here, by the tree. Right 
                        there, and don't move, don't move. I 
                        hear 'em now, George, it's a miracle! 
                        It's a miracle!
              She runs toward front door and flings it open. Ad lib SOUNDS 
              of an excited crowd can be heard. Uncle Billy, face flushed, 
              covered with snow, and carrying a clothes basket filled with 
              money, bursts in. He is followed by Ernie, and about twenty 
              more townspeople.
                                    MARY
                        Come in, Uncle Billy! Everybody! In 
                        here!
              Uncle Billy Mary and the crowd come into the living room. A 
              table stands in front of George. George picks up Zuzu to 
              protect her from the mob. Uncle Billy dumps the basketful of 
              money out onto the table � the money overflows and falls all 
              over.
                                    UNCLE BILLY
                        Isn't it wonderful?
              The rest of the crowd all greet George with greetings and 
              smiles.  Each one comes forward with money. In their pockets, 
              in shoe boxes, in coffee pots. Money pours onto the table � 
              pennies, dimes, quarters, dollar bills � small money, but 
              lots of it. Mrs. Bailey and Mrs. Hatch push toward George. 
              More people come in. The place becomes a bedlam. Shouts of 
              "Gangway � gangway" as a new bunch comes in and pours out 
              its money. Mary stands next to George, watching him. George 
              stands there overcome and speechless as he holds Zuzu. As he 
              sees the familiar faces, he gives them sick grins.  Tears 
              course down his face. His lips frame their names as he greets 
              them.
                                    UNCLE BILLY
                             (emotionally at the 
                             breaking point)
                        Mary did it, George! Mary did it! 
                        She told a few people you were in 
                        trouble and they scattered all over 
                        town collecting money.  They didn't 
                        ask any questions � just said: "If 
                        George is in trouble � count on me." 
                        You never saw anything like it.
              Tom comes in, digging in his purse as he comes.
                                    TOM
                        What is this, George? Another run on 
                        the bank?
              Charlie adds his money to the pile.
                                    CHARLIE
                        Here you are, George. Merry Christmas.
              Ernie is trying to get some system into the chaos.
                                    ERNIE
                        The line forms on the right.
              Mr. Martini comes in bearing a mixing bowl overflowing with 
              cash.
                                    ERNIE
                        Mr. Martini! Merry Christmas! Step 
                        right up here.
              Martini dumps his money on the table.
                                    MARTINI
                        I busted the juke-box, too!
              Mr. Gower enters with a large glass jar jammed full of notes.
                                    ERNIE
                        Mr. Gower!
                                    GOWER
                             (to George)
                        I made the rounds of my charge 
                        accounts.
              Violet Bick arrives, and takes out the money George had given 
              her for her trip to New York.
                                    GEORGE
                        Violet Bick!
                                    VIOLET
                        I'm not going to go, George. I changed 
                        my mind.
              Annie, the colored maid, enters, digging money out of a long 
              black stocking.
                                    ANNIE
                        I've been saving this money for a 
                        divorce, if ever I get a husband.
              Mr. Partridge, the high school principal, is the next donor.
                                    PARTRIDGE
                        There you are, George. I got the 
                        faculty all up out of bed.
                             (hands his watch to 
                             Zuzu)
                        And here's something for you to play 
                        with.
                                    MAN
                             (giving money)
                        I wouldn't have a roof over my head 
                        if it wasn't for you, George.
              Ernie is reading a telegram he has just received.
                                    ERNIE
                        Just a minute. Quiet, everybody. 
                        Quiet � quiet. Now, this is from 
                        London.
                             (reading)
                        Mr. Gower cables you need cash. Stop. 
                        My office instructed to advance you 
                        up to twenty-five thousand dollars. 
                        Stop. Heehaw and Merry Christmas. 
                        Sam Wainwright.
              The crowd breaks into a cheer as Ernie drops the telegram on 
              top of the pile of money on the table.
                                    MARY
                             (calling out)
                        Mr. Martini. How about some wine?
              As various members of the family bring out a punch bowl and 
              glasses, Janie sits down at the piano and strikes a chord. 
              She starts playing "Hark! The Herald Angels Sing," and the 
              entire crowd joins in the singing. We see a SERIES OF SHOTS 
              of the various groups singing the hymn, and some people are 
              still coming in and dropping their money on the table. Carter, 
              the bank examiner, makes a donation; the sheriff sheepishly 
              looks at George and tears his warrant in small pieces. In 
              the midst of this scene, Harry, in Naval uniform, enters, 
              accompanied by Bert, the cop.
                                    HARRY
                        Hello, George, how are you?
                                    GEORGE
                        Harry... Harry...
                                    HARRY
                             (as he sees the money)
                        Mary � looks like I got here too 
                        late.
                                    BERT
                        Mary, I got him here from the airport 
                        as quickly as I could. The fool flew 
                        all the way up here in a blizzard.
              Mrs. Bailey enters scene.
                                    MRS. BAILEY
                        Harry, how about your banquet in New 
                        York?
                                    HARRY
                        Oh, I left right in the middle of it 
                        as soon as I got Mary's telegram.
              Ernie hands Harry a glass of wine.
                                    HARRY
                        Good idea, Ernie. A toast... to my 
                        big brother, George. The richest man 
                        in town!
              Once more the crowd breaks into cheering and applause. Janie 
              at the piano and Bert on his accordion start playing "Auld 
              Lang syne," and everyone joins in.
              CLOSE SHOT
              George, still holding Zuzu in his arms, glances down at the 
              pile of money on the table. His eye catches something on top 
              of the pile, and he reaches down for it. It is Clarence's 
              copy of "Tom Sawyer." George opens it and finds an inscription 
              written in it: "Dear George, remember no man is a failure 
              who has friends. Thanks for the wings, Love Clarence."
                                    MARY
                             (looking at book)
                        What's that?
                                    GEORGE
                        That's a Christmas present from a 
                        very dear friend of mine.
              At this moment, perhaps because of the jostling of some of 
              the people on the other side of the tree, a little silver 
              bell on the Christmas tree swings to and fro with a silvery 
              tinkle. Zuzu closes the cover of the book, and points to the 
              bell.
                                    ZUZU
                        Look, Daddy. Teacher says, every 
                        time a bell rings an angel gets his 
                        wings.
                                    GEORGE
                             (smiling)
                        That's right, that's right.
              He looks up toward the ceiling and winks.
                                    GEORGE
                        Attaboy, Clarence.
              The voices of the people singing swell into a final crescendo 
              for the
                                                                  FADE OUT
                                        THE END
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